Torchwood: Ponyville
by Victorian R. Hellsly
Summary: *Spin-off of My Little Time Lord* The mysterious Doctor Whoof has vanquished the Dalek-Cybermen Alliance and saved the citizens of Ponyville! But is Equestria safe? The Doctor has vanished, new evils arise and a new order has risen to protect the future.
1. Chapter 1

AUTHOR'S NOTES: This is a spin-off fic of my other story, entitled "My Little Time Lord", which can be found in my profile.

Try reading both if you're a Doctor Who and a Torchwood fan. Like who isn't right?

* * *

><p>"Get up!" Lyra screamed, struggling to push the injured Bon Bon to her hooves.<p>

Bon Bon tried to raise herself up, her strength failing, her hooves slipping on the blood that stained her legs as well as the perfectly cut marble tiles underneath her. Lyra couldn't see it anymore, that terrible creature, unimaginably horrifying and far beyond her wildest nightmares. Somehow they had managed to escape it, at least for now, but Bon Bon's wounds were far too deep; her hind leg far too horribly mangled by that thing's teeth. She heard its roar, echoing through the beams and the unfinished hallways of the new town hall. The moonless night covered everything in its pure darkness.

"I- I- can't," she cried out, dazed, panting as the tears ran down her face. The sensation of pulsing blood pumping from her torn arteries was fading, overcome instead by the growing numbness that slithered through her body. It was so cold; coldness was all she could feel now. "Run, go, please."

"No!" Lyra squealed in reply, quaking as she saw it, the outline of the strange creature, grunting and sniffing at the air, searching out for its pony prey. It lapped the blood trail off the dusty, stained marble floor, enjoying the taste of Lyra's dying friend. "Bon Bon, get the FUCK UP!"

Bon Bon's eyes were barely open. Her voice was barely beyond a whisper now. "I can't. Go."

"No," she said, wrapping her front legs around her, embracing her warmly, "Bonny, I love you!" The monster spotted them, those beady eyes glimmering in the darkness, vicious and mindless. It charged straight at them, running on two legs, its movements so foreign and alien that the two ponies could stand to look at the monster no more, instead directing their gazes into each other's eyes.

"I love you too," Bon Bon said, as loudly as she could through a strained voice, the filly barely conscious. Both ponies shut their eyes, and holding each other lovingly, waited for the monster to end their lives.

"You will stop," said a small voice, barely above a squeak, one that, despite its small squeakiness, was paradoxically without timidity. The monster roared its horrific howl of a reply back at her. Lyra and Bon Bon shivered in their mutual horror, afraid to even look up at the squeaky little pony that was surely being ripped apart via tooth and claw.

"I said stop!" she again asserted. Lyra, now more curious than terrified, turned her eyes toward the insane filly. It was a pegasus pony, just in front of them, staring up at the far larger and far more dangerous monster. The darkness of that moonless night was turned back, the hallway now illuminated by a dim violet light glowing from the horn of a violet unicorn.

"Fluttershy, are you sure you have it under control?" asked the worried unicorn.

"You will come with me," commanded the pegasus, softly yet firmly and without an ounce of fear, "and you will behave. I know you're alone, and that you're scared, but you just can't keep hurting innocent ponies. Now, come with me, and I'll make it better, I promise."

Lyra stared dumbstruck as the horrible creature obeyed the winged pony. Another unicorn, a white one, as if from out of nowhere, walked by Lyra and pointed her horn at her dying lover. Her spell cast, she smiled at Lyra. "There now," she said nonchalantly, as if she were simply mending a torn gown in the confines of her home, "that'll stop the bleeding, though it looks like we'll have to get her some proper medical care as soon as possible. Oh, she's out cold, poor thing. That really was quite a nasty wound, those monstrosities sure do know how to rip their way into flesh and muscle."

"What- what the fuck is that thing?" said Lyra, huddling up to her unconscious lover, "What the fuck is going on?"

The unicorn pointing her horn slightly in the direction of the pegasus and the monster as they made their way out of the hallway, the violet unicorn watching the two as they left. "My my," the white unicorn said in a playfully berating manner, "what coarse language, how very unbecoming of a lady."

"What? I-"

"That _thing_," she continued, "my rather blunt mare, is a Weevil. Well, that's what we call them anyway, no idea what they really are."

"And who- who are you?"

From the tip of the unicorn's horn there shone a brilliant bright light. Lyra could see the deep violet of her mane, and the prim and properness of her prideful eyes. The unicorn smiled, flicking her flowing violet locks with a single, measured turn of her head. "Who are we? Why darling, don't you know? We're Torchwood."

Torchwood: Ponyville

Chapter 1

Miracle Ponies

"Don't get all fussy with me," said Rarity, her muzzle pointed upwards as she stepped into the library, "at least I didn't go off screaming Fluttershy's name. That was quite the breech of protocol, to be sure, 'Are you sure you have it under control _Fluttershy_,'" she repeated half-mockingly and yet with a measure of courtesy, "I'm sure Lyra and Bon Bon didn't hear that at all. Well maybe not Bon Bon, what with her too busy being almost dead. Not that it matters, it's not like that amnesia spell won't do the trick, right?"

Twilight rolled her eyes. "We're supposed to be a secret Rare, you know, as in, don't tell everypony who we are, especially after we just saved them? Besides, Princess Celestia entrusted me with one of the most forbidden spells she knows. I can't just use that will nilly, and the last thing I want to do is accidentally lobotomize a pony because we couldn't keep our mouths shut."

Rarity sighed. "You're no fun sometimes."

The library's new book cases, freshly cut and yet bare of any books, gleamed from the smooth varnish applied to their wooden surfaces, even in the darkness of the moonless night. Spike peacefully slept the night away, Twilight could hear the soft rumble of his low snoring and see the movements of his belly slowly rising and falling as he lay supine in a makeshift bed of books and pillows_. Poor thing must have passed out working, _Twilight thought to herself, a gentle smile forming on her lips. The books had just come in from Manehattan that very afternoon, and despite poor Spike's valiant efforts, many of the boxes and crates had yet to be opened. The idea of finally having those empty shelves filled anew with fresh books brought a measure of relief to her. She hated seeing those bare bookcases. Owlowiscious lit a candle, lighting the way through the maze of boxes and piled up literature.

"Thank you my dear, always the gentleowl," said Rarity with a curtsey.

With a gratitude of her own directed towards her night time assistant, Twilight, and Rarity, navigated the mess that was the library.

"I still think you're overreacting," Rarity whispered after a moment of silence, as she waited for Twilight to open the basement door, "In fact, I happen to think it went rather well, especially considering what happened last time around. That poor cow. Her and her bovine family never saw it coming."

Twilight shivered at the thought of that debacle. A light tap of her magical horn unlocked the padlock. "Don't remind me. I'm stilling getting the smell out of my mane. After you my Lady."

Rarity giggled, giving the purple unicorn a wink of the eye as she trotted her way down the steps. "Why thank you Captain Sparkle. What a kind, handsome mare you are, truly an officer of the highest quality."

Twilight couldn't help but roll her eyes again. "Stop being silly, last I checked I wasn't in the military. A Captain Sparkle I assuredly am not."

Rarity pouted her lips. Both ponies made their way down the wooden steps of the basement stairway, their horns lighting the way down those creaky, dark steps. The smell of the freshly cut wood still lingered in the air. And so did the smell of cow. "You may not be a military mare, but there really isn't anything quite like a pony with her own ship. Besides, really, Captain Sparkle just rolls right off the tongue. You must admit to at least that much, my dear Lady."

There was a hint of the seductive to her words, something that Twilight, despite her not at all extensive experience with romance, either with mare or colt, though she had never considered herself to be the type to fall for another mare, had managed to pick up. It was only very recently that Rarity's behavior had changed, even if ever so slightly. From time to time she would spot or sense it, a lingering glance, a semi-flirtatious quip, a strange longing in her eyes that would end with a blush. It was very odd to the violet unicorn, though perhaps it was nothing more than Rarity being Rarity. She dismissed the thought immediately; there were more important matters to attend to.

The old library and its many books, a couple of which had been irreplaceable even, had burned months ago, as had the rest of the town. The tree housing the library, however, had somehow survived, and had remained standing tall and proud. Even now its leaves were budding anew to replace the many it had lost, and its new branches advanced out from the charred stumps of those burnt away by the flames. It was the perfect place, Twilight had thought then, still thought now, to plant the seeds of Ponyville's, and Equestria's, future.

In the basement the two unicorns made their way through the many machines and devices sent to them from Canterlot. They were the most advanced technologies Equestria's brightest minds had developed: transmitters, magic enhancers, devices designed to amplify and examine, and to Twilight's right, an entire wall covered by a massive slab of metal and tubing, a device which was said to be able to calculate all sorts of information like no pony could all by him or herself. Of course, the thing rarely did anything besides occasionally catch fire and disrupt Spike's beauty sleep. It was called a "computer," and for all its technological wonder, and as a pony of science herself, she really did admire it, it was still a reminder of how far behind ponykind really was, and how dangerous their situation had become.

"You do it this time," said Twilight, her stomach suddenly in knots. Her head began to ache, as it had a tendency to do these days. The way things had turned out, it had all come at her in waves, like a constant attack of parasprite swarms. One moment she had been nothing more than a normal pony, living her life in the quiet, carefree town of Ponyville, and then the next moment... and then the next…

Rarity could sense Twilight's apprehension. She saw the lack of sureness in her eyes as she gazed at the giant mini-labyrinth of tubes and wires in front of her. "We're doing fine darling," assured Rarity, "we have faith in you, all of us do." The white mare pressed a small red button, and clearing her throat most politely, announced, "The Lady Rarity of our Majesty's Torchwood. Password: For Princess and Country."

_Torchwood_, thought Twilight. A top secret organization, the first of its kind. It was Princess Luna who had picked the name, though why or what it meant was still a question the unicorn would one day have to ask.

Torchwood's purpose in a nutshell, as dictated by Princess Luna over a month ago: "Arming the pony race against the future." _To arm it with what? _Twilight had wondered then, _Apples pies? _At the time it was Twilight's belief that all Dalek and Cybermen technology had been wiped off the planet by the Elements of Harmony. After she had accepted her position as leader of Torchwood, Princess Luna had promptly revealed otherwise. Three Dalek ships had survived, abandoned, damaged, and incapable of flight though they were. One of those ships was to serve as a base, a hub, for Torchwood. They were tasked with somehow getting it to fly again, and to use its secrets in the defense of Equestria. _Easier said then done_, Twilight said to herself, _we can't even get our stuff to work right._

The computer, even if it couldn't actually compute anything, could still perform one very vital task. Both ponies stepped back, the both watching as the entire wall moved forward, and aided by steel gears that groaned as they moved their burden, slid into a side opening. Behind the wall blinked on the harsh bright lights of an elevator, the wood exterior of the library basement replaced by the cool, smooth metal of a most unpony-like technology.

"Or if you want," said Rarity, both ponies entering the lift, "I could always take over. Can you imagine me, the Lady Rarity, captain of my own ship and leader of my own secret fraternity? Wouldn't that be quite the feather in my bridle?" Nevermind that she didn't wear a bridle.

Twilight giggled. "Yeah, you wish." The giant computer wall began to move back into place.

"Oh, but I do," she said, rather strangely, her voice softening, "not the whole taking over thing, that's not what I desire." She leaned in on the very confused mare, their snouts so close they almost touched. The lift doors shut.

"D-down," commanded Twilight. The lift began to move.

"I like down," cooed Rarity, batting her long lashes.

Twilight could feel herself blushing. "I-I meant the elevator."

"I didn't."

"Then what are you..? I don't think we're on the same page here."

Rarity pressed a single hoof on Twilight's questioning lips. "Hush darling, don't you feel it? Everything we've been through, you and I? How we battled against the odds together, braved impossible enemies, how you saved me in the midst of that horrible battlefield. You almost lost your life protecting us, protecting me. Even the power of the Elements of Harmony couldn't heal that wound on your face. Not all the way. I can still see it, the tiniest trace of that scar across your lovely eyes. I know it still stings you from time to time, and I see you trying to hide the pain, but to no avail unfortunately. You poor thing, let me grant you relief, as much as I can give…"

"Rarity…"

The sudden shudder of the elevator and the sporadic blinking of the lights shook Twilight from the spell-like haze Rarity had placed upon her. The lights went out. _What happened? _"Did you just rock my world?"

Both ponies lit the small space with the light of their horns. "Don't be so vulgar captain," she said, half teasingly, half endearingly, "though I suppose that's to be expected from a pony of your status."

Things were getting out of hand, fast. It was one thing for Rarity to start acting a little weird, it was quite another for her to do whatever she just tried to do. "OK, let's get some points straight. Firstly, seriously, quit calling me captain, I don't even like it when Pinkie does it. Secondly, I really think somewhere along the li-"

A clanking, grinding sound suddenly echoed through what sounded like the entire length of the elevator shaft, all forty-something floors. Rarity pressed her hoofs on the circular metal walls, hopelessly looking for a way out. Outside the little metal tube was solid rock, there was no way out. "This thing is safe right? I was told this thing was safe, I only consented to riding this stupid thing because I was told it was safe. I DON'T WANNA BE HERE IF IT'S NOT SAFE!"

"Calm down, it's just a snag or whatever," she said, hoping she was right.

"Don't you dare tell me what to do," said the hyperventilating pony, "Misses 'Hello everypony, wanna join my super secret club? I can't tell you anything about it until after you join though!' If I knew what nonsense we would have to go through, I swear I… I… it's so small here, we're trapped in a space barely big enough for a horse! I can't- the walls are closing in, I swear they are, I don't want to be here! "

"Rarity," Twilight said, hugging the shaking pony, "we'll be alright. I'm sure Applejack is working on it as we speak."

"First the Daleks, then the Cybermen, now these filthy Weevil monsters, what's next? Death by elevator? Is this what I signed up for?"

"No, I mean, I don't know, I just-" Another jolt rocked the elevator, this one far more rougher and louder than the one before, silencing Twilight and forcing a squeal from Rarity. Neither one dared to look down at the elevator floor, which both ponies knew was no longer there and was currently plummeting down some twenty or thirty stories.

"Don't you dare tell me," squeaked Rarity as she held on far too tightly to the other pony, "that we're standing on thin air."

"Uh-um- w-we're not stand- AHHHH!"

_What spell do I know that can save us right now? _wondered Twilight as they fell to their certain doom, _I could try growing a pair of wings. No, that's too complicated, we'll be dead before I can even conjure enough magic. Teleportation! Ok, teleport, teleport, please teleport. Pleasse. OK, that's not working. Oh my dear Celestia I'm going to die!_

_ "_NOOOOOO!" both ponies shrieked out in terror. Down the two went, descending through that black tunnel to their very deaths. It wasn't until she noticed a faint blue glow surrounding them that Twilight realized that their freefall was slowing.

"WHO WILL FEED OPAL? OH MY POOR BABY!"

"Rare? Rarity! We're slowing down."

"Oh, are we?" asked Rarity, her left eyelid twitching, "Good, and here I was beginning to panic." The two finally landed safely on top the perfectly undamaged elevator floor. Say what you will of the Daleks themselves, at the very least they sure knew how to forge some pretty strong alloys. The power was out, as evidenced by the lack of anything working and the lack of light, with the exception of some candles sporadically placed about the Torchwood Hub. Rarity hardly seemed to notice. "Well then, I think I'll go pass out for awhile now. My dear Twilight Sparkle, I bid you adieu."

"Sleeping on the job are we?" said a familiar voice, a female voice, but one that wasn't Pinkie Pie's, Applejack's, Fluttershy's or even Rainbow Dash's, though it sure did possess the latter's cockiness. Twilight recognized that voice, the voice of the most infuriating pony in the world. "How amateurish, I wouldn't think the supposedly _mighty _Torchwood with its supposedly _talented_ members, led by a pony of such supposedly high repute, would be _so _unprofessionalas take the night off while there's so much work to be done. But then again, Torchwood isn't led by a great and powerful pony, is it? Good thing UNIT certainly is."

_Of all the ponies_. "Well, look what the manticore dragged in," Twilight said through gritted teeth. She met the blue-coated, silver-maned unicorn face to face.

The Great and Powerful Trixie smirked. She was dressed in her usual violet cape adorned with glittering, flashy stars, though she no longer wore the wizard's hat of her former days as a performer, opting instead to don the blue beret of the Unified Intelligence Taskforce as her headgear of choice. Of course hers had to be violet and adorned with stars as well. _Always the show off._

"Hey Twilight," said the perpetually hopping Pinkie Pie, with a nervous Applejack by her side. "Welcome back to Torchwood! I guess you could say," she said with a giggle, "my little ponies are on the Hub!"

Twilight couldn't help but giggle too, despite her randomness. _That pony is so weird_.

"Heya Twilight," said Applejack, "welcome back. We got guests…"

"Yes, I see her Applejack, thank you. Too bad she's not much of a guest."

_ "_But Lady Captain Twilight Sparkle, or is it Captain Lady Twilight Sparkle? I still don't know!" rambled Pinkie Pie, "she's not the guest. Well she is even though you don't like her but I don't have a problem with her except that she's kinda meanish but we also mean-"

"Wow, my very ungrateful _Lady _Sparkle," Trixie interrupted, "what a horrible thing to say to the pony that just saved your life. One would think a hero of the war would act with more civility and cooperation. You should follow my example perhaps, what with me being amongst the greatest heroes to ever canter upon Equestria! I even fought alongside _him_, you know."

_Him. _Twilight's eye twitched. "And you came all the way here just to gloat? Last I remembered UNIT was still locked out of the Dalek ships they were tasked with fixing. Did you finally manage to get yourselves back in or are you here because you need a place to crash?"

Trixie huffed. "We're still working on that. Dalek technology is no match for the likes of UNIT and the Great and Powerful Trixie! It's nothing we can't handle, after all we do have the best equine scientists in all of Equestria working on it."

"Maybe your scientists should check for the key under the UNIT rug."

Pinkie Pie giggled at the little jab. Trixie seemed none to pleased, though she still very much maintained that air of smugness that irked the violet unicorn. "Your pathetic attempts at neigh-gh-gh-saying are for naught. Maybe if your little clubhouse was up to snuff _I_ wouldn't need to pick up your slack. Obviously since you can't handle it, Princess Luna's decision to form UNIT and place a true leader like myself as its commander was truly a stroke of genius. Under me, UNIT will outclass your silly little group of washed-up fashion designers, hillfilly farmers, crazy bakers and college dropouts in no time flat."

"Once you manage to get yourselves back into your bases that is," said Rarity, "In the meantime Torchwood's already captured its first Weevil, and we've intercepted every incoming Weevil sighting so far. So beat that you boisterous mare."

Trixie laughed. "All of them? Please, don't think I haven't heard about that incident with the cows. Your dearest captain needs a shower by the way. As for capturing a live Weevil, like, since when are we supposed to be capturing them alive? I don't remember that being one of our orders. Maybe the princess can clarify that for us. What do you think, Princess Luna?"

Twilight hadn't seen her, she had been too busy with Trixie, and the alicorn pony was practically hidden in the darkness. Princess Luna, flanked by two pegasi of the Equestrian Royal Guard and three unicorns donning UNIT berets, addressed the shocked Twilight. "Good evening Lady Twilight Sparkle, my big sister sends her regards."

"Princess Luna!" Twilight cried out, bowing before the ruler of the night. "What an unexpected surprise. Oh my Gosh I apologize for the outburst, and the power outage, I promise we'll get that fixed ASAP, and-"

"Lady Twilight, please relax," she began, rather hesitantly. "We have things to discuss."

* * *

><p>The holding cells were a new addition to a still new facility. The power had gone out, though such occurrences were hardly rare. Unfortunately, though she was willing to help out in whatever ways possible, retrofitting Dalek technology to work with pony magic was something far beyond her skills. Torchwood, housing the most advanced technology on the planet. If only anyone could get anything to work. But again, that wasn't her field.<p>

The almost pitch blackness and the cramped nature of the room, one redesigned to be a brig no less, should have terrified her, and in reality it did. The stairs, blackened by the power outage, seemed to beckon her to charge up them, to escape to the safety of the nearest light source and away from the creeping shadows and their threatening darkness. It was almost like they wished to consume her. It was bad enough that they followed her everywhere she went. The more she thought about it the more she was sure was going to run away screaming. But she didn't. He kept her in place, the strange creature locked in a cell of impenetrable glass, more terrified than she was, even if it didn't look it.

The others didn't understand. None of them could see it. The Weevil, the name Pinkie Pie had picked out for this strange species from another world, or dimension, or wherever, gazed back at Fluttershy with those beady black eyes. All the others saw were his teeth and claws, the almost hairless, rough texture of his pale skin, and the grey burnt rags he wore for clothing. She placed her head against the glass that encased the creature. He still smelt of pony blood, but she could forgive him. After all, the two ponies he attacked did survive. It wasn't like it was really his fault either.

"Don't you worry," she whispered, pressing a hoof against the glass of that small cell. The Weevil, turning his head toward the hoof, placed his hand, with its five clawed fingers, where her hoof was. "You're safe now. And I promise you, you won't be stuck here forever." As if he understood, no, that was silly, because he _did_ understand, he shook his head. Fluttershy was sure she could detect a smile forming on those gnarled, rough lips. It donned on her who he reminded of her off.

"Angel," she whispered even lower, turning her head from side to side, "you're just like him you know. He was a good friend of mine, like, one of my bestest. I think you would've liked him. He could be so stubborn, especially whenever I tried to get him to behave or eat his vegetables, but deep down, he was a very kindhearted bunny. I can see that in you too. Not the bunny part of course, you're far too hairless and big to be a bunny, but still. Hmm, I wonder if you have a name?"

"Fluttershy?"

The pegasus didn't bother to turn around or move, not even when Rarity's shadow cast itself on her. She continued to stare in the face of the calm creature. "Can I help you Rarity?"

The white unicorn seemed hesitant for just a moment. "I just wanted to congratulate you on a job well done darling, truly a fabulous piece of work capturing that thing and bringing it back here all on your own. I really feel the need to apologize for that, but you know how it is, we can't leave unconscious ponies lying about pools of their own blood. Though honestly, I don't see what the point is in taking these things alive, we're better off killing them really, did you see what that thing did to Bon Bon and Lyra? Why, it would've turned them into a pony buffet! Oh, parish the thought!"

"That's not fair Rare," she responded defensively, "He's more afraid of you than you are of him. If you just gave him a chance, I'm positive you two could really become friends."

"I doubt that darling. Anyway, our lovely leader wishes to see us all in the main part of the Hub. We have guests, though I'm sure you're already aware of that."

Fluttershy couldn't help but giggle. "Twilight's probably so mad right now. I still don't really get it though. Trixie isn't _that_ bad."

Rarity neighed. "It's because that silver-maned charlatan is nothing more than a blowhard amateur who is definitely _not_ deserving of her position. Washed-up fashion designer, well I never."

The yellow pegasus shook her head, smiling as she turned toward her friend. "I'll be right there, just give me a couple seconds."

A look a concern spread across Rarity's face. "Erm, alright, though don't take too long, the last thing we want is for things to get uglier than they already are." The unicorn had never been good at masking her emotions, that much she had to admit to herself, especially when it came to her closest friends. "Dear, do keep your distance from that Weevil creature. It's not like a bird or a squirrel. Or a bunny."

Fluttershy's eyes suddenly grew distant. She turned her sight back toward the Weevil. "I know that."

"You're my friend," Rarity said, sensing the sadness coming from Fluttershy.

"I know. I'll be right out."

When Rarity had finally left, though reluctantly, Fluttershy pressed her forehead against the cell once more. "Angel, that's what I'll call you. If that's OK with you I mean, I wouldn't want to impose."

He pressed his head against the glass, mimicking her movements perfectly. She smiled, concealing her right eye with her pink hair as she shed a tear. "I had a feeling you'd like it. I have to go now, but I'll be back. I can so tell that you're just a sweetie pie, to be sure! No one's going to hurt you, I promise. Cross my heart hope to fly, stick a cupcake in my eye!"

Before she shut the door and activated the magnetic lock, she quickly glanced back at the Weevil staring up at her from below. The dead lights of the Hub sparked back to life. The shadows were gone, and the glare of the whiteness made her smile widely. "My Angel," she said, giving the Weevil one last glance, "No one's going to hurt you ever again."

* * *

><p>"How in tarnation did ya get that working?" asked a surprised Applejack. She had spent the better part of two weeks just trying find the light switch, and here Pinkie Pie, of all ponies, had fixed something Applejack wasn't sure was even broken in the first place.<p>

"Oh, well, that's easy, all I had to do was stick this part here and twist here and do you see this part here? Yeah, well thhaatttt-"

"She just got lucky." murmured Trixie.

Twilight giggled. "Jealous much? How about I show something else you can be jealous about. Applejack, is the comm. back up?"

Applejack nodded. "Yep, now that we got power goin' again."

"Great work girls. Ok, patch me in to Dash." Pinkie pressed the switch before Applejack could, much to her annoyance.

Twilight spoke out loud to a pony that wasn't even in the Hub. "This is Twilight Sparkle to Rainbow Dash, can you hear me?"

"Loud and clear Cap. I got nothing to report so far, except for the sweet double wing flip I just pulled."

Trixie gasped. "How are you-?"

"It's a wireless broadband multi-path communications system enhanced with an Eclipse spell," explained Rarity, "developed by Torchwood and utilizing the most sophisticated combination of Equestrian technology, Equestrian magic, and Dalek technology ever attempted. Right now we have our best flyer, the Lady Rainbow Dash, flying reconnaissance over all of Ponyville and its outskirts. The second she spots any Tear-"

"Rift!" shouted Pinkie Pie.

"- _Tear _related activity, she can call us up at the Torchwood Hub or alternatively, speak to any individual operative she desires using a headset small enough to fit into a pony's ear. We've all got them on right now, though we can also patch her communications through the Hub speakers. I don't think UNIT's quite managed anything like that, though we're more than happy to help them, once we're finished with the testing phase of course."

Trixie shrugged. "That won't be necessary, we, uh, already have something like that, only better!"

"I think somepony's telling tall tales."

"Girls, please," said the princess, "Twilight, continue your report on the, what are you calling it again?"

"Yes my princess. It doesn't quite have a name yet, but I like calling it the inter-dimensional portal."

Pinkie Pie disapproved. "That's too long, we should call it a rift! The Rift!"

"I'm partial to calling it a hole," insisted Applejack, "I reckon its gotta be some sorta hole."

"I myself prefer calling it a tear," interjected Rarity, "like a tear through the fabric of time and space, and, as Rainbow Dash would say, I think it sounds cool. Twenty percent cooler even."

"It's probably more like a stitch," suggested Fluttershy, "If nopony minds, I think we should call it that."

"Yeah, as you can see we're still working on the name, but as for what it is, we currently believe that there are numerous invisible cuts left over from the invasion, connecting Equestria to… well… where ever place the Weevils are from. The cuts seems mostly centered around Ponyville, which fits with our theory of it being a phenomena related to the war."

"Though UNIT's found Weevils as far up the coastline as Manehattan," said one of the UNIT unicorns, a golden colored one, "and as far west as Appleloosa, so we believe these cuts go farther than just Ponyville."

Twilight continued. "We don't think it's an invasion, their attacks have been far too random and they don't seem to be working together in any cohesive fashion. Still, they are dangerous. We've had to… permanently deal, with six of them so far."

"UNIT's killed ten," boasted Trixie.

"Right, but with the recent live capture of a Weevil for study, Fluttershy feels that won't be necessary anymore."

The princess seemed barely interested in any of it. She appeared lost in thought, concentrating on nothing, just vaguely aware of the words Twilight and the rest spoke. To say she was being flighty was an understatement. Still, after a moment, she finally replied. "Very good Lady Sparkle."

Twilight saw the scowl on Trixie's face. Something about seeing Trixie annoyed made the violet unicorn's headache just a bit more tolerable. "Yes well, impressive indeed, but UNIT can and will do better. Whatever, the Great and Powerful Trixie has done her duty in the name of the Equestrian royalty, and if my princess will allow it, I desire to depart this little Nowheresville and head back to Canterlot. You know, where things actually matter."

The princess nodded half-absently. "Thank you Commander Trixie."

"Merry Gold, Wintergreen, Cloverleaf, we're going. My princess, if you do not mind, I'd rather you teleport us out of this dump, I just don't trust Torchwood and their broken junk."

One of the UNIT unicorns, the one with a lime green coat and a clover cutie mark, presumably the one named Cloverleaf, stuck her tongue out at Twilight before being teleported away.

With another spell Luna teleported her royal escort out of the Hub. Twilight assumed Luna would go next. The princess after all, and this had become obvious to Twilight, did not seem to care much for her or Ponyville.

But she stayed, much to Twilight's surprise. With the power back on, the princess finally got a good look at the Torchwood Hub. The center of what was once the Dalek saucer's bridge had been expanded out, Luna noted, with the ceilings of several decks removed to give the pegasi more flying space. Walls had been removed to allow for more running space, brick and mortar replaced the various sections destroyed during the ship's descent into the Everfree Forest, and the grey soot and burn marks that once colored the interior had been cleaned off and given a new coat of white paint. Some of them were even painted pink. Equestrian chairs and tables had been brought in, paintings had been hung up, wooden rails and ramps had been constructed and books were scattered all around. Wires from the deepest parts of the ship had been pulled out and spread randomly in all directions, resembling almost something akin to the roots of a tree. Screens transmitted information that no pony could read or understand, and was therefore nothing more than frustrating nonsense. In short it was chaos, but it was Equestria's chaos, and regardless of whether the ship ever flew again or not, Equestria would find a use for that chaos.

"It's not much, but we only just really started." Twilight said, as her friends watched in the corner, deep with anticipation. It wasn't everyday that Princess Luna showed up to Ponyville after all.

"We need popcorn," Pinkie whispered, much too loudly.

The princess remained silent, her attention directed at a large mural of the sun and the moon.

"Is there anything else your Majesty?" asked Twilight.

"Kiss her," whispered Pinkie, again far too loudly. Rarity covered over Pinkie's mouth.

The princess blushed. "Oh yes, that's right, we have something to discuss. But please, privately."

Twilight showed the princess to her office_. Privately_, she said to herself as she shut the blinds on her very disappointed friends, _this can't be good_. The throbbing ache in her head was only getting worse.

* * *

><p>Twilight couldn't stop laughing.<p>

She re-read the letter Luna had to given her again, just to make sure she had read it right.

"You're kidding me?" she began, falling off her chair and onto the floor as she tried to stop. "This can't be real, I mean, it's clearly Celestia's handwriting and all, but there's no way this is for real. I just, no way! Its gotta be some sort of prank. She has the strangest sense of humor, but this definitely takes the cupcake!" There was no way this was serious, any minute she was expecting Luna to fess up. And all this time she had believed Luna didn't have a sense of humor.

Only she seemed to be very serious. "It's not a joke… I got kicked out of my sister's castle."

Twilight giggled despite herself. "Wait, I'm sorry, it's been a few rough weeks. So, you got kicked out of Canterlot for super-gluing Philomena to Princess Celestia's hair?"

"That's not what was supposed to happen but yeah, that would be it. I think she's overreacting though. Her new mane cut is really cute. You'll agree when you see it."

To force the princess to cut her eternally flowing mane, it was crime truly worthy of exile. "You're evil."

Luna sighed. "At least it's not the moon. You won't have to worry about accommodations, I was banished to a floating rock in space for a thousand years after all. I won't be needing fancy things, nor did I bring any fancy things, anything that isn't a rock has felt like a luxury honestly."

"You realize that you won't be ordering us around right? The Torchwood charter clearly states that we're outside the control of the monarchy and well, just about everyone else. Outside of very generalized orders or specific situations, you won't be able to tell us what to do."

"Yes, I know, my sister was the one that wrote that in. I'm not here for Torchwood. I'm just here until my sister cools off."

"Well then, welcome to Ponyville. I suppose you can live in the library if you want. It's a little messy right now but Spike and Owlowiscious are working on organizing everything. Oh my gosh, we can have sleepovers! Just because I'm heading a super secret organization doesn't mean I can't have sleepovers!"

Luna half heartedly smiled at the suggestion. "Sure my Lady, that sounds fun…"

So that was it then, Luna was staying in Ponyville. That wasn't so bad. It suddenly dawned on Twilight that she now had access to one of the few ponies that knew Princess Celestia the best. What an opportunity, who knows what incredibly cute secrets about her teacher she held within her memories. The night was getting better and better by the moment.

Luna was first to move towards the office door. A copy of the Torchwood insignia on a random file caught Twilight's eye. "Mind if I ask you a question, my Princess?"

She shrugged. "If you want."

"Why are we called Torchwood?"

She looked up for a moment, and with a glimmer in her eye, she smiled. "It's an anagram of Doctor Who. I named it in his honor."

"The Ponyville physician?"

"What? No, Doctor Who, the pony with the hourglass cutie mark and brown coat, the mysterious one that disappeared after the war."

The headache was returning. To hear him mentioned so nonchalantly took Twilight by surprise. Only Luna had gotten it wrong. "That's not his name my Princess. In all the years he lived in Ponyville none of its citizens ever really got to know him. We never even found out what his real name was. He only ever called himself the Doctor, and some nicknamed him 'Doctor Whoof,' but other than that, he was a mystery we never solved."

"Well then," Luna said as she left the office, "I guess you're named after a phantom."

* * *

><p>Out on the ledge of Ponyville's bell tower, its tallest building, Twilight Sparkle looked down at the motionless town below. If it weren't for the simple fact that the moonless night was a regular astronomical occurrence, she would've been willing to say it was some sort of portend. The town was serene in its silence, its newly built homes and shops masking the scars of that one moment. An entire town had been rebuilt by its citizens in their stubborn desire to maintain what they once had, and to forget the nightmare of those three nights. The three nights that had changed everything.<p>

The purple unicorn couldn't forget, couldn't even hope to forget, even if she had declined the job. The ache was worse than it ever had been before, the throbbing, burning sensation following the length of the long, thin scar that ran diagonally down her face. The bright purple glow emanating from her scar and her eyes was something entirely new, and entirely troubling. She focused on trying to subdue the pain, to force herself to stop glowing at least. Rarity was right, not even the Elements of Harmony had been able to heal her. It almost made her laugh. She had watched a pegasus pony's wings grow back good as new after they had been torn right off his back, and yet the power of the Elements couldn't get rid of this?

"Twilight, now what in Sam Hill are you doin' up here all by yourself?" asked Applejack, the mare climbing up the stairs.

Twilight kept her face turned away from Applejack's. "I'm just, -uh, patrolling the town, you know, our job. Nothing else, heh." The pain was intensifying, how it drilled at her skull. _Please go away, _she begged, not willing to speak those words to her friend,_ just for now._

_ "_That's what we got Rainbow Dash for." From behind Twilight could hear the other pony slowly step closer.

"Do you think he's out there?" Twilight asked, hoping to slow her down. _Just a bit more, and I'll have it under control._

"Who?"

"The Doctor."

Applejack stopped, the silence lingering in the air. "I don't know. Nopony knows Twi, not even the princesses."

"You're wrong about that. One pony knows. It just that we have no idea where she is either."

"I ain't worried about the Doctor or Derpy. Sugarcube, please, talk to me."

"Torchwood," Twilight gasped out, moaning in agony as the glowing pulse grew all the brighter. She was sure the earth pony had noticed the glow now.

"Twi, now, don't you try and out-stubborn me, ya hear? You know I'll win hands down."

"Separate from the monarchy," continued the strained Twilight, shutting her eyes so tightly that she could see stars, "outside the Royal Guard. Our objectives: to track down alien life in Equestria, to scavenge whatever extra-terrestrial technology we find, and to arm ponykind against whatever the future might bring. It was in the mission statement. This is a new era in pony history, and we have to be ready."

Twilight sighed, staring up at the night sky above. "Miracle Night, that's what they're calling it, right? The night we saved the world. Only that's not really true is it? It was him. _His_ miracle. And now it's just us. _We_ have to be ready, because we're it Applejack. The Princesses, us, even UNIT, we're all that stands in the way of the darkness. The Daleks and the Cybermen, what if they were just the beginning? Can you imagine that? I, I-"

Applejack had always been the most dependable of her friends. She could almost guess word for word what she was going to say. "You're allowed to be afraid, and you're allowed to talk to us about it. Just because you're leadin' us ain't mean we ain't your friends anymore. Things have changed, but not that."

"Please, just don't come closer."

"Twi-"

"This is Wonderbolt 7 calling in," spoke Rainbow Dash through the communications link, "I've confirmed four baldies hot off the horseless carriage threading the needle on their way to grandmare's stable, over."

Applejack turned her attention to Rainbow Dash and her silliness, much to Twilight's relief. "What was all that nonsense I just heard?"

"Ugh," Dash scoffed, "I spotted fours Weevils heading downtown. I thought we were using code words and stuff, where's the fun of being in a top super secret spy alien fighting team if we don't use code words and stuff? Do you like the codename I picked up for myself? Wonderbolt 7, it's like so gonna happen too, there's no way they're going to turn me down after what I pulled off. Did I ever tell you about the time I brought down a Dalek battleship all by myself?"

"We were there Dash," said Rarity through the link, "you don't have to tell us again."

"Tell us again!" cried out an ecstatic Pinkie, "I like the way Dash tells it, plus I got knocked out when it happened, so lame!"

"Oh girls, I'm on my way," said Fluttershy, "don't try to hurt the Weevils, really, they're just confused and scared. I would be too after teleporting through the Stitch."

"Tear."

"Rift!"

"Whatever," said an annoyed Rainbow Dash, "And what the hay, why does Pinkie Pie get to name everything? I wanna name the next thing that pops out of Dimension X or whatever we're calling _that. _I know, let's call it Dimension Dash!"

"Girls, quiet down," said Twilight. The glowing had stopped, her headache was gone, and Twilight Sparkle felt as good as ever. "Dash, sorry but no code words, Rarity, make sure Princess Luna is well accommodated, Pinkie Pie, off the channel and back to fixing things please, Fluttershy, meet up with Dash and wait for Applejack and myself before engaging. Alright Team Torchwood, go!"

Applejack watched the happy pony in amazement. "Twilight, are you alright?"

"No time for talk Applejack, we have a job to do. The future of Equestria depends on us, UNIT be darned!"

Back at the Torchwood Hub, far from the sight of any ponies, a small, almost imperceptible flicker sparked for barely more than a few seconds. If any pony had seen it they would have dismissed and ignored it as a nothing more than an optical illusion brought on by a simple case of overwork. Yet, if any pony were to listen hard enough, past the sound of humming machines and the clanging of Pinkie Pie occasionally electrocuting herself, a low voice may have been heard. Akin to the flicker it was barely more than a fragment, a broken whisper in the shadows.

Yet if anypony were to listen carefully enough, they would be able to decipher a single word:

"Torchwood."


	2. Cybermare

(Warning: Contains profane language, descriptions of violence and child death. Reader Discretion is strongly advised)

_**Torchwood. Outside the Monarchy, beyond the Royal Guard. Tracking down alien life in Equestria and arming the pony race against the future. This is the era when everything changes, and you gotta be ready.**_

* * *

><p>"Open your eyes I see," she sang, "your eyes are open." Another hop down the crevice and the quick use of her still developing wings got her another level deeper down the cave system. "Wear no disguise for me, come into the open."<p>

It was said that anthousai flowers only grew in the deepest depths of the darkest caves. Of course the Ursas, khalkotauroi**, **cockatrices, gorgons, and the particularly vicious Ladon were also known to inhabit caves, but that hardly mattered to a young, awesome pony like herself. She spread her wings once more and with great care, finally made her way down to the deepest, lowest floor of those spooky rock caverns. At least she hoped it was.

"When it's cold outside, am I here in vain?" she sang at the tone of a whisper, "Hold on to the night, there will be no shame."

The young pony, not yet out of her filly years, was gleeful in her joy. After all, she had just very recently realized her feelings towards a certain other pony. And sure, maybe the other pony was a girl too, but did that really matter? She had no clue, these feelings were so new, so confusing, but so wonderful! No, considered the pegasus pony, love is all that matters, especially when it was love for a truly wonderful filly like her!

"Always, I wanna be with you, and make believe with you, AND LIVE IN HARMONY HARMONY, **OOH LOVVVEEE!**" she screamed out to her heart's content. So what if a cockatrice might hear her? She would kick its butt easy. Past stalagmites and stalactites she walked by, searching with shaking hoofs for that elusive breed of flower. Her heart told her to search every inch of that cave for them. Her head however, was telling her otherwise. Even her bravery had it limits. She searched as far as her legs would take her. Alas, no flowers.

"Whatever," she scoffed, just about ready to turn back, when in the corner of her eye she saw it, the dim glow of… something. Was it the anthousais? They were rumored to glow a beautiful blue hue. "Always I wanna be with you," she sang, louder and louder, "and make believe with you, and live in harmony harmony oh - OH MY GODS!"

The machine was like nothing forged by Equestrian hoofs. But she had heard the stories, the tales of a silver table, of a machine designed to destroy pony flesh and turn the remains into something horrible, into a nightmare mix of equine and metal. The shine of their glistening steel armor and the march of those stomping steel feet still haunted her dreams. "Oh my fucking Gods," she whispered under her breath, trying her best to make her swear word sound as mature as possible, shivering as the memories flooded back to her in waves. The machine began to hum, the filly was frozen in place, dumbstruck by the table's mere existence. Why couldn't it have been a cockatrice instead? _Just run, _she said to herself, _run run RUN RUN_.

"RUN!" She turned to gallop away. A silver tendril shot out of the machine and ensnared her hoof. In the ensuing struggle she just barely managed to kick it off.

She screamed, trying to take to the air only to have another of the silvery tendrils strike her between her shoulder blades and knock her back down. The living wires coiled around her body and dragged her through the dirt; they were constricting around her, her wings trapped by the ever tightening cords till she could hear the hard, viscous crack of her wings breaking. The wires tossed her back first onto the table. They unwrapped themselves from her, and before she could try escaping a jolt of electricity shot through her body, completely paralyzing her. She watched helplessly as the drills, saws, and claws descended upon her.

She felt every horrible cut, every amputation and every burn afflicted onto her body. Her fore and hind legs were first to go, the saws slicing through her skin and bone with ease. She heard one of her hind legs drop off the table with a sickening wet thud, she cringed as her wings were pulled out of their sockets. She could no longer breath, she realized, the machine had removed her lungs from her chest and was cutting lower to remove the rest of her organs.

The song played in her head, the one that had been playing when she fell in love for the first time. When she fell in love for the last time. _Always, I wanna be with you, and make believe with you, and live in harmony harmony oh love!_

The tune continued playing in her head, even as she went blind and her ears lost all function. The pain was gone, everything was gone except for her thoughts and that one song.

She could move again. Somehow, her body had returned to her, only, different. Horrified, she jumped off the table. Questions filled her mind. Why was she so big? Why were her wings so heavy? Why couldn't she feel anything? Why was it so very cold? She caught her reflection off the cool, slick surface of the Cyber Conversion face was gone. Staring back at her was an expressionless mask, her eyes nothing more than two black holes, her mouth was just a small slit, and her snout reduced to a simple bump. She had a horn of metal, long and pointed sharp. It glowed brightly with a single command. She knew magic now, but that was impossible, pegasi can't perform magic!

She looked down at her cutie mark, and instead found a 'C' logo, the mark of the Cybermen. To her horror she realized every part of her was completely metal now, just like the Cybermen were. But she wasn't just a Cyberman. Information was starting to seep in, programs and orders were taking over. She was something more, she was the future. Somewhere in her head that song still played.

_Melting the ice for me…_

The metal wings stretched out on their own.

_Jump into the ocean…_

The metal body rose itself from its former terror.

_Hold back the tide I see…_

Her memories were being pushed out her own brain. The memories of who she was, and of the pony she loved.

_Your love in motion…_

And she was cold, so very cold.

_When it's cold outside, Am I here in vain?_

The last memory she held on to before the programming overtook her was of the filly and their unspoken love. She would never know now, she would never receive the gift of a flower.

_Hold on to the night…_

Before the darkness completely overshadowed her, the once little pegasus pony let out one final metallic scream into the depths of the echoing cave.

_There will be no shame…_

And when she succumbed to the darkness, the Cybermare Unit 01 awoke.

Torchwood: Ponyville

Chapter 2

Cybermare

It was a very cloudy day, much like the many since the end of the war. The newly-trained weather ponies had yet to learn how to properly clear out the leftover clouds from the previous rainstorms. Twilight vividly remembered that one time a group of rookie pegasi had managed to create a snowstorm. _In July_. Once again, she lamented, poor little Ponyville would have to suffer through another cloudy afternoon, simply one more in a long series of cloudy afternoons_. _In a way it was almost a shame that Rainbow Dash was an operative of Torchwood now. She really had been one of the best, no, she had been the best, weather pony Ponyville ever had.

It was quiet out in the outskirts of Ponyville, at the edge of the Everfree Forest. The wind's gust was gentle, moving the long grass blades of the meadow that Princess Luna, Pinkie Pie, Spike and Twilight herself stood in. It felt good to feel the gentle wind flowing through her mane, even if the clouds were obscuring the sun's warm glow. She dreaded having to enter the cave in front of them.

There had been a report of a pony heard screaming in that labyrinth-like system, Luna had told her. She wanted Torchwood to investigate. "And this situation calls for Torchwood intervention why?" she had asked Luna.

"Because I'm bored," had been her response.

_So much for outside the monarchy, _she grumbled to herself. A week had passed since the princess had come to Torchwood and announced her supposedly temporary exile in Ponyville. Another letter from Princess Celestia had clarified things. The letter had been short, if a little rambly:

_"We need some time apart. As my most trusted student, please try to bear with us. I know much burden has been placed upon your shoulders lately, but beyond a student I consider you a friend, and one I depend upon above all others. She's lost my dear apprentice, in ways that I cannot accurately fathom. This is not simply about a little prank, though I do still weep whenever I look into a mirror. So I've banned them from Canterlot you see, at least until my mane grows back. It's so short, why must my mane be so short? I never cut Luna's mane, why did she have to attack mine? Oh yes, please help her find her way. _

_ With Love,_

_ Princess Celestia_

_ P.S. Your position as leader of Torchwood does not exempt you from your studies of the Magic of Friendship. Another report will be expected immediately."_

_With Love_, giggled Twilight. She'd do anything for her mentor. Still, the task the sun princess had bestowed upon her, of helping the moon princess "find her way", whatever that was supposed mean, was truly a challenge on par with tracking down alien life. Perhaps even more so, she could least lock the alien life up. At night Luna disappeared, flying off to who knows where, and during the day she stayed in the library, lest the other ponies of Ponyville find out about her exile. She kept to herself at all times, sometimes gazing up at the clouded sun, ignoring all other distractions, and other times occupying her time reading this or that work of literature.

Maybe a mission would prove to be the key to unlocking the mystery of the princesses, of both the princesses. Years of private tutelage under Princess Celestia hadn't taught her anything about the sun princess herself. Maybe Luna would be willing to share a few stories of their days as regal fillies. Even if she had been absent for a thousand years, she at least had childhood memories she could recount_. Princess Celestia as a cute little filly, how adorable! _She squealed at the thought of it. Though she would have preferred a bigger search party. Rarity and Fluttershy were out investigating a disturbance deep in the Everfree Forest, and with so many captured Weevils back at the Hub, Rainbow Dash and Applejack were needed for guard duty, just incase something went wrong. And it usually did. _Three will have to do._

Twilight gestured at Spike. "Spike, you stay here in case anypony else tries to enter, or if the filly finds her way out."

Spike protested. "That's not fair, you never let me do anything fun anymore."

"Sorry Spikey," said Pinkie Pie as she turned the flashlight on her helmet on, "but it's way too dangerous for a baby dragon, even one as brave as you. Maybe when you grow up OK?"

"Will I get to join Torchwood then?"

"Torchwood?" asked Twilight, "is that some kind of band? I've never heard of them."

"Oh ha ha Twilight, very funny," he said sarcastically, "it's not like I haven't figured it out. I mean, for cripes sakes I saw you take an elevator down from the library basement."

"Oh? I think all those late night gems are giving you some weird dreams Spike. We'll talk about your diet later, cause right now we got a pony to find." She'd have to use the amnesia spell on him again at some point, she knew, before he once again learned a bit too much. It was sad, having to hide the truth from her most favorite assistant, but orders were orders, and they were a secret organization after all. Maybe one day she'd let him in on the secret, just not yet.

Spike, dejected and frustrated, sighed, sitting himself on the grass, watching as the three ponies entered the cave. It was so very quiet, save for the vague whistle of the wind and the soft rustling of long grass blades on that cloudy afternoon, one among the many before, and perhaps the many after.

* * *

><p>"Wire brush," ordered Fluttershy, her teeth ready to take the handle of the tool into her mouth.<p>

"Wire brush," Rarity repeated, carefully using her magic to levitate the instrument into the mouth of the deeply focused pegasus. The Everfree Forest was, as was par for the course these days, a far more sunnier place than Ponyville proper, even through the dense, wild foliage of the tree canopy. It helped that the Rift had scorched a massive hole through the tree branches above, big enough and deep enough for the sun's rays to shine down on them and the enormous winged creature that had come through that cut in space, or time, or whatever.

"Hush, there there, don't you worry," said Fluttershy, comforting the wounded monster, her hoof petting its elongated cranium. She soothed the beast in that special way that only Fluttershy knew. "We're Torchwood, and we're here to help." Just hearing the name itself seemed to calm it down.

_And just what is that thing? _Rarity wondered, trying her best not to freak out at the sight of that burnt, hairless beast writhing and breathing its horrid breath at her. It was an ugly creature to be sure, birdlike except for the lack of feathers and that very wide, leathery wingspan. It had two small claws for feet, a very long, slender beak, and an almost just as long head crest. For some reason its breath smelled something akin to barbeque sauce. "Do you think it comes from some sort of barbeque planet? A planet full of carnivorous creatures that cover their innocent, equine victims in layers and layers of barbeque sauce before they consume them whole?"

Fluttershy giggled as she scraped the necrotic, burnt flesh off the creature's back. "Rarity, that's just silly. And even if that were true, it's our patient and we're here to help. Besides, we don't even know that it's really an alien. It could be from another part of the planet, or even from Equestria's distant past."

"Parish the thought darling," she replied, gently wiping the sweat from Fluttershy's brow with a levitating wipe, "Equestria could never birth such a monstrosity."

Fluttershy sighed. Her unicorn friend wasn't the only one that thought like that. It was only because of the yellow pony's efforts that Torchwood's practice of killing Weevils had come to an end. Her friends cared little for the plight of the Weevils, opting instead to keep the ones they had captured locked away in the Hub cells, forever if they had their way. "Just because it's something we don't understand yet doesn't mean we should be afraid of it. I mean, look at Angel- I mean, the Weevils. They aren't so bad once you get to know them, really."

"Angel?" repeated Rarity, much to Fluttershy's fear. She hoped Rare hadn't noticed that slip of the tongue. "You haven't started naming them have you?"

The yellow pegasus had never been adept at lying. Not at all. She absent-mindedly scraped off more of the creature's necrotized tissue, desperate to come up with a convincing lie. It would take all her cunning and wit to deceive a pony like Rarity. "Yes. I mean no. I mean, just the one…"

Rarity sighed, tilting her head as she looked on at the pegasus with worried eyes. "Fluttershy, you promised Twilight you wouldn't get attached, you did!"

"I know, but it's not like that. I just think they deserve to be free. They aren't anymore dangerous than a manticore or a dragon, and as long as they keep to the Everfree Forest, it won't be a problem. Really." A moment of silence passed. Fluttershy continued to scrape the creature's burnt skin off, avoiding Rarity's hard, disapproving gaze. When she was finished, she murmured quite softly, even for her, "Besides, it's not like I'm the one with a crush on Twilight or something. Oh, uh, tweezers please."

"I'm sorry, what was that?"

"Um, tweezers, please?"

She magically threw a pair at Fluttershy's head. "Tweezers!"

As the tool bounced off her mane, she lower her head rather sheepishly. "I'm sorry…"

Rarity couldn't stay mad at the pegasus, even though her words had stung her. "Fluttershy, when did you become such a mean mare? I can't believe you sometimes. What I have for Twilight isn't some silly school-filly crush. It's love, genuine and eternal. I sense some hesitance from the object of my affections, but I know she feels it too." She levitated another pair of tweezers into Fluttershy's mouth, this time delicately.

"Maybe she's not into mares," she suggested hesitantly.

"That's silly, true love is eternal and beyond the bounds of gender. She's my prince, she doesn't need to be a colt for that role and I doubt she thinks any differently. I do not wish to engage in idol gossip right now, especially not in the Everfree Forest and doubly especially if it's not about somepony else. By chance have you seen Princess Celestia's new manecut? It's simply adorable, I think it may be the new in thing for the year. I may try the new look myself, what do you think?"

To think that Rarity would cut her gorgeous mane, the one she desperately and by some miracle had successfully salvaged after its near ruination during the war, was unthinkable. "I think it looks fine the way it is now," she replied, bashfully.

The first piece of shrapnel the yellow pegasus pulled out of the creature's back was a long, thin sliver of cracked glass, clear except for the blood it was drenched in. The creature screeched in protest; she comforted it with a gentle stroke of her hoof against its beak. She pulled out more shards of glass along with bits of rock and metal. Rarity watched on, fighting the urge to faint as Fluttershy continued with the operation. How she longed for the days of sewing dresses at the Carousel Boutique, instead of stitching alien flesh back together out in the deep of the Everfree. "Where ever its from," started Fluttershy, resting for a moment, "there must have been an incredible explosion. These pieces of glass pierced really deep into this creature's skin. I've never seen injuries like these before. Never this bad at least."

"Glass dear?"

Fluttershy's eyes opened wide. "Y-yes…" she managed to choke out. The two ponies dare not turn to meet each other's eyes or speak of it further. Fluttershy went back to work.

It was Rarity who broke finally broke the silence. "Do you think they all come from the same place, whether it be a barbeque planet or not? The Weevils I mean, and this… leathery thing? Perhaps they're all from the same place."

"I don't know, that could be true, but, that kind of stuff really isn't my forte."

Rarity shrugged, turning her gaze up at the round circle of empty space that was once occupied by dense forest. The ground was littered with sheared and burnt leaves, rustling in the breeze. _Glass in the wounds_, she said to herself, and shivered.

* * *

><p>It would happen again, Rainbow Dash knew. How long she would have to wait she wasn't sure, but she knew it was coming. Patience was not one of her better qualities, though it wasn't like there was anything else to do. And just like that it was back and gone in under a second. "There it is!" she cried out.<p>

"There what is?" Applejack asked, barely paying attention, opting instead to work on the nearest incomprehensible alien thingy.

"That flashing! The one I was telling you about, it happened again!"

The earth pony sighed, rolling her eyes as she placed a screw driver down. Getting the Torchwood Hub in operational order was hard enough work without having to hear Dash's crazy ghost talk. "Enough with that silliness, I already checked and I didn' see nuthin' comin' from over there."

"That's because you weren't looking hard enough. You have to squint really hard. And you know, actually pay attention."

Applejack rolled her eyes. The pegasus had been acting less like a knighted pony and a lot more like an insufferable jackass ever since Twilight ordered the both of them to guard the Hub while everypony else was away. "I get that you don' wanna be here, but that don't give you the right to make things up and act the foal."

"I'm not making anything up!"

"Well then, I guess somepony's just getting a little bit of the stable fever ain't she?"

"Stable Fever? Does this place look like a stable to you? Cause it looks more like a deathtrap to me. Fine, maybe I'll practice a little flying in here! I wouldn't want to go nuts or anything!" The restless pony flew up towards the domed ceiling, made a hard left turn and flew as fast as she could throughout the confines of the Hub. The wind draft she generated sent stacks of paper flying everywhere.

"Quit doin' that!"

Dash stopped in front of Applejack. "Why? It's not like there's anything else to do here, except baby-sit Weevils and die of boredom."

"You ain't the only one with other things she'd rather do. While I'm stuck here fixin' some unfixable confounded space contraption my brother and lil sister have to take care of Sweet Apple Acres all by themselves. Don't pretend yer' the only one sacrificing somethin', so settle down and quit yer fussin'."

Rainbow Dash, though silent, was no less satisfied. She flew her way over to the nearest couch and laid herself down on it, her eyes covered over by her left front leg. Dash could be such an intolerable foal, especially when things didn't go her way, but Applejack understood her frustration. She wondered how best to try and explain it to her, in the same way she had justified it to herself.

"It's like, we're all that Equestria has Dash. We're the ponies that stand in the way of the darkness."

Dash couldn't help but snicker. "That sounds pretty corny Applejack, don't tell me you thought that one up."

She shrugged, a light blush tinting her face. "Our fearless leader did."

"Yeah well, she's gotten pretty melodramatic these days."

Their eyes both met at the same time as they both thought the same thing. "Well?" asked Dash.

It was the discussion everypony else had been avoiding. Leave it to Rainbow Dash to get to the point. "She doesn' wanna talk about it. It's getting worse, I know that much. The night Princess Luna first showed up, when I found Twilight in the bell tower, it looked like she was about to, I dunno how to describe it, explode? Or lose control? I felt it, her magic was literally radiatin' from her. She's scarin' me, and I got no clue as to how we're supposed to help her."

"What about Luna? Maybe she-"

Her words were silenced instantly by a loud boom and the giant sparks shooting out from behind several crates, the crates themselves bursting into flames.

"Whoa!" Dash yelled, flying over the still burning boxes. "I told you there was something freaky going on over here! Believe me now or I'm still suffering from 'stable fever'?"

"Fine you win, I was wrong," Applejack responded, blowing out the fire with a fire extinguisher, "ain't mean you weren't actin' like a foal."

"Whatever, I was right and you were wrong. Alright, I'm the best, you're not!" cheered the pegasus, flying a victory lap around the Hub. "So, what was that anyway?"

"Hon, I got as much a clue as you do, but it sure can't be good. Now if you don't mind I gotta report this in to Twilight as soon as possible."

In that very instant the power went out. The two ponies stared at each other in the darkness. Applejack futilely tapped her hoof on the dead controls.

"I'm guessing that wasn't supposed to happen. Uh, Applejack, we're in trouble, aren't we?"

* * *

><p>"Hello? Hello!" Is anypony there? If you can hear me, please say something. Don't be afraid, we're here to helped you." There was no response, except for the echo of her own words against the walls of that dank, dark cave. Hours of searching had produced neither hide nor hair of any pony.<p>

"Pinkie Pie, can you hear me? Have you found anything yet?"

"I can hear you loud and clear Captain Lady Twilight Sparkle!" said Pinkie Pie through the comm. link, "And no, besides rocks and dirt and some cave flowers, I haven't found anything. I hope the poor filly's alright, I don't want to go to another funeral."

It would've helped if Luna had gotten the missing filly's name before they started the search. "Keep looking, we know a little girl's down here, we just have to find her. And stop calling me Captain."

"Aye aye cappy! Oh, and how's your date with the princess? Are you two in loooooove yet? Oh my gosh, I could cater the marriage ceremon-"

"Yeah, u-uh, let's keep the chatter to a minimum, report in if you find anything."

"Aye aye lovebirds! Over and out!"

The blushing Twilight turned towards Princess Luna. "That Pinkie Pie, what a kidder."

"Yes, I've noticed…" said the blushing Luna.

The princess had barely said anything since their descent into the caverns. Walking alongside the alicorn pony, Twilight contemplated the problem before her. _How do I get her to open up? _she wondered, _how do I fix a bond I don't even understand?_

"She's a great friend though. Do you know what Pinkie Pie's the best at? Throwing parties. Any type of party really. Birthday parties, graduation parties, just regular parties. She's the one that threw that big party for you when you turned good. If you want we can throw you another. Nothing too big if you're uncomfortable with a big crowd, like maybe just the girls, or anypony you want to invite. It could be fun."

Luna remained silent. Her horned hummed softly with the blue glow it emitted. _Maybe if I were a little more direct. _"I know we haven't been very close, and maybe part of that is my fault, and maybe you're still mad at me over the whole stopping you from 'bringing eternal night to Equestria' thing, but I think if we talked out our differences and really worked hard to better understand each other, we could become the best of friends. I mean, we almost were at one point."

Luna turned to the unicorn beside her. She considered Twilight's words, thinking as she scraped at the dirt under her with a tentative hoof. "I'm not upset about you stopping me from bringing eternal night to Equestria. That was the past, and that's not what I am anymore. But in a lot of ways that changes very little." She paused, staring into Twilight's violet eyes. She could sense her big sister's influence on the little mare. "She always had the upper hand, in one way or another. Even now, despite her many triumphs, my sister still can't acknowledge that the evil's been purged from my body and soul."

"But, I don't think that's true," said Twilight, "she knows you aren't evil. She wouldn't try and protect you if she didn't care. Like with the war. You have to know it wasn't to humiliate you, when she left you behind to guard Canterlot. She just didn't want to see you get hurt."

"And you believe that completely and with every part of your heart," she said, vacantly, as if lost in thought, and yet still completely coherent, "you truly are her most loyal subject."

"Why do you make it sound like that's a bad thing?"

"I don't believe I did my Lady, I'm just stating the truth. Since we're chatting, you might as well ask your question now. The one on the tip of your tongue. You always ask it when you're in my presence, even if you never actually say it."

Twilight wondered if she had she always been so obvious. Nevertheless, since she had invited it, she might as well. "How did it feel? To be… you know, the power of the elements…"

"How did it feel to have the Elements of Harmony strip me of my evil?" She smiled, giggling uncharacteristically. To hear the princess giggle like that would've normally unsettled Twilight, except that something, a glimmer in the darkness, caught her attention. Twilight turned her head quickly, swearing she had seen something move from the corner of her eye. She cantered over to a formation of stalagmites. Luna hadn't noticed it, and waited patiently for the violet unicorn. There was nothing there. _Just a trick of the light, yes_, Twilight said to herself before turning back to Luna. "Sorry."

"The Elements of Harmony are a mystery all to themselves. Only one mare truly knows their secrets. I'm guessing that's going to change one day. As for how I felt, to have the power of the Elements eradicate the evil inside me? Well, what do you think? Oh, there was happiness, sunshine and rainbows, all that good stuff you're supposed to feel, that I'm sure you felt when you used them against me, and every time you've used them against evil. I suppose that's good enough, isn't it?"

A rock cracked against rock not too far into the distance. "Hello?" shouted Twilight Sparkle. There was something moving in the darkness, beyond the reach of their light, the thing disappearing deeper down through a hole in the cave floor.

Twilight's horned dimmed. "Did that look like a scared filly to you?"

Luna's horn brightened. "No, that did not."

The two jumped in after the strange specter. They spotted it, the silhouette of a large pony, with horn and wings, running down that length of tunnel.

"Princess Celestia?" Twilight whispered. The two ponies gave chase. It was only when she saw it in front of her, when her mind recovered from the shock of seeing that nightmare machine up close, that Twilight considered the possibility that they may have fallen into a trap. The smell of blood was heavy in the air, and the glimmer of metal reflected from the glow of their pony horns. The metal table in front of them, covered in parts by dark blotches of dripping fluid and surrounded by feathers, sent a shiver down Twilight's spine.

"What is that…?" asked Luna, in awe.

Twilight knew. She had read the reports obsessively. The descriptions, the sketches made, the testimonies from strangers and friends alike, she already knew what it looked like without having ever seen one. Until now that is. Her stomach turned. The blood and feathers, and then she saw it, the outline of a little hind leg, detached from its owner. "Pinkie Pie report in immediately, we have a Priority One Emergency. Please come in."

"Wait, what?" asked Luna, awakened from her awe, "since when? Lady Sparkle, what's going on?"

"Aye aye Captain Sparkle, Pinkie Pie is reporting in. I think I heard you wrong though, for a moment there it sounded like you issued a PONE. Silly filly, isn't that the codeword for-"

"YES, I'm staring at it right now."

"Oh… I'm on my way!"

The confounded princess looked on at the unicorn with an intense impatience. "I demand an explanation, what's happening, what is that thing?"

"My Princess," Twilight began, her voice quivering, "that thing is a Cybermen Conversion Unit."

The princess took several steps back from it. "Then what are you waiting for? Help me destroy it!"

The brutal contact of metal hoofs against her flesh and bone made a sickening sound as Twilight's ribs cracked. The surprise kick to her side sent her flying through the air and smacking side first against the nearest stalagmite.

"Twilight!" the princess screamed, charging towards the pony. She swiftly moved her onto her back and galloping away. Twilight saw it, even in the darkness, even with her blurred vision. It was faster than Luna, much faster, fast enough to catch up to them in no more than a couple gallops. It pierced the princess's side with its horn, Luna's scream earsplitting as she pulled herself away from the horn and was immediately smacked across the face by their attacker's steel wings, sending her and Twilight crashing face first into a cavern wall.

The princess managed to roll out of the way of a kick that shattered solid rock. It didn't relent, it advanced with bloodied horn aglow, and pointing the weapon at the dazed and wounded Luna, it struck forward to impale her through the heart.

"Cybermare! That's your name!" shouted Twilight, gasping as she struggled to get back on her hoofs.

The Cybermare ceased its attack on the princess, the tip of the machine pony's spear-like horn just barely touching Luna's chest. Luna hopped over the Cybermare, and, with her wings outstretched, kept the wounded Twilight behind her.

"You have guessed correctly," it said in a shrill, metallic growl, the voice of the Cybermen. "I have been designated Cybermare Unit 01. You are a threat to the resurrection of the Cyber Race, you must be deleted."

"No," responded Twilight, still trying to raise herself up, "you're a pony, and a victim of the Cybermen. You were tortured and turned into a machine, it's what they do. Please, tell us who you really are. We're Torchwood, we can help you. If you let us use the Elements of Harmony on you we might be able to change you back to the pony you once were. You don't have to be their tool!"

"The past is irrelevant. I am the first Cybermare, but I will not be the last. Cyber conversion of all life to the equine model is compulsory."

"I don't think so!" cried out Luna, "You're not leaving this cave alive!"

"Princess Luna," it said, "member of the Equestrian royalty, amongst the most powerful ponies in Equestria. You are obsolete."

The princess cast her spell, her eyes glowing bright white.

"No, wait!" cried out Twilight, collapsing again amidst the pain of her wounded side.

The pulsing white wave of magic bounced harmlessly off the metal pony, slashing dozens of scars through miles of rock in all directions. Twilight's eyes grew wide with disbelief. Luna used another spell, this one encasing the Cybermare in a block of ice. It hardly stopped it, the machine pony merely using its own spell to boil the ice away. She tried another spell, this one transforming the machine equine into a hundred fluttering butterflies. The two ponies watched the glittering blue butterflies scatter, happily dancing away from the spot where once the Cybemare had stood.

The last spell, to Luna's relief, seemed to work. The princess, panting, sat herself down, grunting at the pain of having her side pierced, and yet nevertheless, watched the butterflies hover in the air. A wide smile formed on her face. She stuck out her tongue merrily. "Obsolete my butt."

Twilight was the first to see it, the butterflies grouping back together, merging, forming the iron shell of the Cybermare. She pushed Luna out of the way of the thrust of the Cybermare's horn. Backed into a corner, both ponies watched in horror as the Cybermare slowly advanced towards them, its horn glowing all the brighter.

"CHARRGE!" screamed Pinkie Pie, galloping head first into the Cybermare. She stopped a mere foot away from it, her eyes wide as she looked on at the menacing mare in complete confusion. She was promptly thrownacross the cavern and bounced off its ceiling, knocking the poor earth pony out.

"Pinkie Pie!" screamed Twilight.

Luna rammed it, forcing it off its feet as it prepared to finish off Pinkie. "Captain Sparkle, I'll hold it off, get to your dragon and alert my sister. Alert everypony. Go!"

"Wait, I can't leave you here all by your-"

"As a royal sovereign of my pony subjects I order you to RUN!"

Her side hurt her so badly that she was sure she would faint just standing still. How she managed to climb each rock face and frantically gallop she wasn't sure, but every move was horrible agony. She saw the light at the end of the tunnel, and running towards it, she tripped over a pair of very familiar young ponies.

"Wow, Twilight, are you ok?" asked Spike, "you ran out of there like you saw a-"

"Take this message down now," panted Twilight, "Dear Princess Celestia, we have a priority one -"

"Priority?"

"P-R-I-O-R-I-T-Y Priority One Emergency. Send all available operatives and assets to Ponyville immediately."

"immedia-?"

"I-M-M-E-D-I-A-T-E-L-Y! How do you not know these words yet!"

She only took notice of the two ponies she had tripped over once the letter had been sent. "Sweetie Belle, Apple Bloom, I don't know what you two are up to but you have to go back to Ponyville, right now!"

Sweetie Belle spoke up. "But what about Scootaloo? She's still down there."

Twilight was stunned. Spike was supposed to have kept any curious ponies out. "What? No she's not, when did she go into those caves?"

"A few hours ago, she said we were going exploring but we both sorta… chickened out. She went to get some flowers, special ones that only grow in caves. But then there was a scream, and when she didn't come out we ran to get help."

"Wait, Scootaloo is the filly that got lost down there? But we didn't-"

It couldn't be, it was too horrible to contemplate. Had the feathers she had seen, that little hoof she had found, had they belonged to an orange pegasus? The tears ran down her face. "Oh dear Goddess."

"Twilight," asked Spike, worried, noticing for the first time her ragged and bruised state, "what's going on? What's happening? Where's Princess Luna and Pinkie Pie?"

A sharp pain suddenly rattled her mind. _Oh please, not right now_. She grabbed onto the baby dragon, holding onto him so tightly that she was almost suffocating him. "Oh Spike, it's the worst thing that could've ever happened."

* * *

><p><em>Wow, what a wonderful day<em>! Pinkie Pie said to herself. The sky was a flawlessly vibrant blue, much to her surprise. When had the sky last been so clear? Probably back when Rainbow Dash was still in charge of clearing out the clouds. "It's been so long, this calls for a party!"

Happily hopping through Ponyville, the old Ponyville that is, before everything had burned down, and she could tell because Sugarcube Corner's spire was still pink instead of the purple it was repainted as, she made her way towards the library. Her friends would be there, she knew. Some alien threat would need to be dealt with, and though Pinkie liked parties a whole lot more than fighting aliens, she was game. Twilight Sparkle wasn't there though, and neither was Spike. Not even Owlowiscious.

"The Lady Pinkie Pie of our Majesty's Torchwood. Password: For Princess and Country," she announced to the basement wall, trying her best to mimic Rarity's delicate, proper speech. Nothing. "Oh wait, that's right, this is the old library. I guess the war didn't happen yet." She squealed. Now she definitely had a reason to throw a party.

She searched Sweet Apple Acres, the Carousel Boutique and Fluttershy's cottage. She even took her trampoline and searched for Rainbow Dash at her cloud home. Nothing! It wasn't just her friends either, the whole town was deserted. Nopony was outside having fun in the park or buying groceries at the market; all the shops were empty, even Sugarcube Corner. Where was everypony?

"Hey, are you guys throwing a surprise party for me?" she asked, very suspiciously. It wasn't her birthday, at least she didn't think it was. Maybe all the ponies were afraid of Zecora again.

Up above on a cloud she saw her, the figure of a grey pegasus, upside down and sitting on the wrong side of said cloud. "Oh hey Derpy, have you seen my friends?" _Wait, Derpy Hooves? _She gasped. "Where have you been? Oh this is great, now we really do have a reason to throw a party. I mean, once I find somepony else to party with, or we could party just you and me, but still, the more the merrier right? Do you know where my friends are Derps?"

Derpy Hooves sighed. She moved her mouth as if to speak. The mare couldn't speak, much to her surprise and to Pinkie's. Pinkie Pie couldn't help but giggle. "Aww, what's wrong Derpy, griffon got your tongue?"

The grey pony, still underneath the cloud, took off in the opposite direction. "Hey, wait up, it's just a little summer fun, I'm just foolin' around!"

She chased her, desperate to keep up with the only other pony in town. Derpy jumped off the cloud, and twirling herself upright, flew towards the Everfree Forest. She smashed face first into a tree and, sliding down said tree, descended down into that strange land. When Pinkie Pie charged in after her, she had expected to find the usual untamed underbrush of the Everfree. Instead she found great stone pillars and the checkered tile floor of a ruined ballroom. It was the night of the Grand Galloping Gala, the one her friends had attended a couple years back. Their very first one.

Fluttershy, in her tattered dress, glaring that psychotic "YOU WILL LOVE ME!" expression, remained still, a squirrel lodged in her mouth. The rest of her friends were there too; Twilight Sparkle next to Princess Celestia, her lips pursed as if to whistle, Rainbow Dash surrounded by shattered stone pillars and the destroyed statue of the Sun Princess of legends old, Rarity covered in cake, menacing Prince Whatever-His-Name-Was. They were all there, along with the animals of the Royal Garden and the panicked members of Equestria's aristocracy, all frozen in time, like shades of a happy memory long passed by. Even the Pinkie Pie of two years back was in that frozen memory, donned in the dress Rarity had made for her, the one she had secretly considered good enough to eat. She had even tried once. Too starchy. Her past self gave her current self a wink.

"OW!" Pinkie cried out, smarting at the pain of having a book hit the back of her head. She turned just in time to see Derpy Hooves charging at her. She hadn't expected a kiss from the girl, but there it was, her lips pressed upon hers. It was sweet though, and very much so; she wasn't sure if she wanted it to end. The earth pony was in a swoon, breathless, moaning just slightly in protest as their lips finally parted.

"My name is Ditzy Doo! Wow, I sound like a chipmunk," said Derpy, but not in her voice. The voice was Pinkie Pie's. Since when was Derpy called Ditzy Doo? wondered Pinkie. And why was she using her voice? She opened her mouth to speak. No words came out, no matter how hard she tried. The grey pony had taken her voice. Perhaps Derpy was some sort of pony-griffon. "I don't know why Pinkie," Ditzy continued, "but never mind that, you need to find the book!" Pinkie turned to the ancient blue book, the leather withered and pealing, its pages appearing as if they'd crumble to dust at the merest touch. "No, that's not it. I mean, it is, but it's not at the right place. The book, you have to give it to Twilight. They are coming, they are coming back! Wait, no, not here, where are we? WAIT!"

Pinkie Pie awoke in the darkness, unable to move. She was pinned down, or was she strapped down to something? It was like a table, but cold and wet, and smelling of something horrible and yet grotesquely familiar. "Hello, is anybody there?"

In the darkness it moved. The soft thud of heavy hoofs against dirt and rock reverberated through the blackness. She remembered where she was. "Princess Luna? Twilight? Who's out there, I can hear you!"

With a flash of its metal horn the Cybermare lit the cavern. Strapped down to the Cyber Conversion Unit, Pinkie Pie struggled in vain. "No, wait, you can't do what I think you're going to do, please don't, I like eating cupcakes and being soft and cuddly and having feelings and being alive!"

"Do not fight against your future," the Cybermare growled. With its magic, it activated the conversion unit. The table sent electricity coursing through Pinkie Pie's flesh and bones, making her body stiff, silencing her ability to scream. And she wanted to, she wanted to scream till her throat gave out, till somepony, anypony, came to save her. She wanted to scream till it ended, to scream for as long as she was still fleshy pony and not dead metal. Instead she watched in silence and in pain. Up above her the saws and drills activated. "You have been selected for cyber conversion. You will be the second equine to undergo a successful upgrade. You will be designated Cybermare Unit 02 and you will assist in ushering in the era of the Cybermare. Welcome to the herd."

To be Continued.


	3. Toy War Horses

_**Torchwood. Outside the Monarchy, beyond the Royal Guard. Tracking down alien life in Equestria and arming the pony race against the future. This is the era when everything changes, and you gotta be ready.**_

* * *

><p>"Mother?" the pony child asked. The mare gazed down at her daughter so very tenderly. It was a rare sight for the child; her mother's normally stoic, stone-faced expression had been eased away by something far different. It was a smile, a simple, beautiful, and uninhibited smile.<p>

"Yes dear?"

"Did you like the party I threw? For real, I mean? For really real? I really tried my best. I really did. Because, I wanted to make you smile."

The mare hugged her child, her embrace as warm as her smile. It was a hug far more gentle and loving than any before, or even, any since. "I've never had more fun in my entire life," the mother responded, "it was like being your age all over again."

The little pink pony rested her head upon her mother's lap. A yawn escaped her. The long day and night of work, of planning, hoping, and partying, had finally taken its toll on her. As she drifted off to sleep, a single tear ran down her cheek. It was the happiest moment of her life.

_Blood, _thought Pinkie Pie as the saw blades ran loud, as the claws bit into her flesh, and as the drills prepared to pierce her. _That's what that smell is. Pony blood. _Down the saws of the Cyber Conversion Unit went, till one of the blades finally cut into her flesh. It was akin to fire, the scorching heat burning open a widening wound. She was paralyzed by electricity, she couldn't even scream. A single tear ran down her cheek, a single memory crossed her mind.

_ Mommy, did I make you smile? _

The shadows hid her, that equine flesh and fur far blacker than the silver plating of Cybermare steel. Princess Luna, aided by the darkness, darted forward, ramming her horn into the side of the Cybermare. The machine monster was knocked out of the way, slamming into cavern rock, and Luna, now pointing her horn at the conversion unit console, blew it apart with a single spell.

The stunned Pinkie Pie, witnessing the devices above her being pulled apart by alicorn magic, turned to the alicorn mare.

"Princess Luna, my hero!" cried out Pinkie, the pony moving her wounded shoulder as far away as she could from the slowing rotations of the deactivated and deconstructed saw blade. With another spell the cuffs that held down the pink mare were transmuted into dozens of glowing, fluttering blue butterflies.

"MOVE!" the princess bellowed. Pinkie Pie sprung herself out of the way, tumbling onto the cavern floor and curling up into herself, turning her sight away from the princess and her ever glowing, ever more powerful horn.

She waiting for the explosion, or the sound of whatever spell Luna was planning to use. There was a silence, one that lasted for far longer than Pinkie had expected. Strange sounds prevailed, echoing throughout the cavern, something that was like a wet gurgling and the struggling of hooves scraping against rock. The wounded pink pony rose to face the princess. She gasped.

The princess was twitching in desperate spasms, her hind hooves were barely touching the rock surface underneath her, her own blood was squirting from her impaled throat. Much of it trickled down her coat and dripped down to form a darkening pool underneath her. Spurting, deep red blood obscured the glittery shine of the Cybermare's horn. It had punctured through her neck, and Luna, with her blood streaming down the machine's gleaming armor, gasped for breath. It had risen to its hind hoofs and was suspending the writhing pony in the air. The machine didn't move, didn't speak, didn't do anything except wait for the struggling pony to die upon its horn.

The light in Luna's eyes, those desperate, terrified eyes began to fade. With tears rolling down her face, and with one last gasp of gargled air she forced her head backwards, plunging the horn further through her neck. The sound of squishy flesh tearing echoed heavily in that dank air, and as she pointed her glowing horn at the Cybermare's head, she unleashed the power of her final spell.

The explosion of brilliant rainbows and the sound of something otherworldly screaming its last breath temporarily rendered Pinkie Pie both blind and deaf. Once more she felt her body floating, or flying, and in a completely directionless fashion. She once more felt her body slamming against cold, musty rock, and felt the bliss of passing out amid the ringing of her eardrums.

When Pinkie Pie next awoke the ringing was still there, and so was the darkness. She could see though, even if just blackness. "Hello?" she asked before quickly covering her mouth. She couldn't be sure of what still lurked, of what was stilling alive in that cave. She wished for the Cybermare's death, and then fought the urge to cry. She wanted it to die…

And then an even worse thought popped into her head. Her flashlight helmet was gone, most likely crushed under a ton of rock. But something glowed, she could see it now. They were the blue cave flowers she had seen earlier. Limping from stem to stem she picked them, the shaking pony fighting the urge to panic.

She was trapped, surrounded by rock in a space barely big enough to throw a party in. She pointed the flowers in her mouth in every direction, searching manically for a way out. It was dark and damp and hot and there really was no room to party at all. And she was alone. Alone. _Alone. Alone. Alone. Alone. Alone. _

_ "_Twilight!" she Sparkle, did she leave to get help? She must have. Twilight would save her, she wouldn't abandon her friends. She couldn't. But what if…

Another turn of the bouquet revealed a grouping of butterflies hovering above something blue and winged. Pinkie raced toward the body, smiling at the thought of finding somepony else. It was the princess, but she was asleep, obviously passed out from the spell. Only, there was something wrong with her. Her eyelids were halfway open but not blinking, her neck had a gaping, bloody wound through it, and her head was angled in a strange direction, like as if she didn't have bones in her neck. She wasn't even breathing. It was almost as if she wasn't asleep at all. _But that's silly, _thought the pony. "You're just asleep, just dreaming. Only you're not, you're… you're…"

No, it was impossible, princesses don't ever, they can't ever, she wouldn't allow herself to believe it. Her hair went limp, her heart stopped racing. No, she was fine, she was just on the rock farm, moving rocks. Her sisters would come out and help out soon. Luna was just being lazy, like she always was. Everything was fine, perfectly fine.

"Luna, be lazy if you want," she said coldly, her left eye twitching, "but I have to get back to work. Rocks don't push themselves you know." Well, some did, but not these. She placed her head against the nearest rock and began pushing it due east. "Lots of rocks to push, lots of work to do," she grunted out. One of her forelegs burned with pain. It didn't matter though, because the rocks needed to be pushed. To the distance she saw her stoic, unsmiling mother watching over her and her sisters as they pushed the rocks.

"Mother, I'll make you smile."

Torchwood: Ponyville

Chapter 3

Toy War Horses

At some point the combined agony of her broken ribs and Spike's reluctant snapping of her dislocated foreleg back into place had caused Twilight to faint. _How long was I out for_? she wondered. Her foreleg was now numb, and her side slightly ached with each breath she took. "Spike?"

She opened her eyes, and staring upwards at the cloud-obscured sun, she saw the blurry outlines of two ponies who were definitely not Spike.

"Ah, I see the Captain Lady Twilight Sparkle still has some life in her yet. Welcome back to the land of the living my dear lady." It was a pegasus, a somewhat older, dull green coated, mustachioed colt with a proper Canterlotian accent who was addressing her. A unicorn nurse worked on her wounds.

"Where's Spike?" Twilight asked, rising to her hoofs despite the pain. The nurse took several steps back as Twilight waved her away.

The pegasus answered. "Your dragon assistant has been temporarily pressed into service on behalf of UNIT and the Equestrian Royal military. The two fillies in your care have also been detained and moved to another location, though I assure you, they are perfectly safe."

"The Cybermare!" Twilight cried, looking down the dark black entrance to that horrible cave labyrinth, "Scootaloo, they converted her, she's a Cybermare, we… oh… dizzy…" The colt took hold of Twilight, whom was on the verge of collapse.

"Do relax, you've yet to fully recover. As for the situation, you yourself have supplied us with most of the necessary intelligence. You've been muttering about it for quite a while now."

Twilight groaned. Her body still felt like it had been hit by a tractor. "How long was I out for?"

"Roughly twenty minutes. I felt no need to wake you, especially since you were diagnosed with a severe case of dying."

The unicorn looked at the pegasus incredulously. "I was dying?"

"Yes," he responded nonchalantly, "severe internal bleeding." There was a pause as Twilight continued to stare at Brigadier Alistar in disbelief. "Well, you got better."

"Clearly. Wait never mind that, who are you? Where's Princess Celestia? This is an urgent situation, her sister is in trouble!"

"Yes indeed, we do understand the gravity of the situation. And yes, I do apologize, how rude of me, a proper introduction is in order, especially for a Lady of your most prestigious reputation. I am Brigadier Gordon Lethbridge-Stewart Alistar of the Equestrian Royal Air Force, and it is a pleasure to meet your acquaintance."

"Wow, long name."

"Yes, so I've been told. I am here as a representative of the royal family. Her Majesty sends her regards."

Twilight couldn't fathom it. "She's not coming? But, how can that be? I issued a PONE, I mean, that's the whole point of a PONE, what can possibly be more important than the threat of extraterrestrial invasion?"

The older colt's face hardened. He looked above to the skies, and Twilight, raising her head upwards as well, spotted in the distant horizon dozens of pegasi pulled chariots flying toward their direction. Several pegasi had already landed, and were preparing to guide in the oncoming chariot armada.

Brigadier Alistar continued speaking even as the two watched the chariots begin their descent. "The princess had other matters that needed her attention, and as you can imagine they are matters of the utmost importance."

"Even more important than-"

"For now, yes. But her Majesty's secret services and her regular armed forces are entirely capable of handling the current crisis, this much she assuredly believes. And, as she told me herself personally, she has the greatest confidence in her star pupil's abilities."

She could feel her cheeks heat up. The princess always had a way of guiding her through even the most uncertain of times. A single ray of sunshine touched her cheek, if only for a moment. "But what about Prince Blueblood? Isn't he supposed to lead?"

Brigadier Alistar winced. "My Lady, have you _met_ our fair prince?"

She had. "Point taken."

"Enough of that then. You have officially declared a PONE-tier invasion scenario, and as dictated by the Empress Initiative statutes, I am granted full authorization to take both Torchwood and the Unified Intelligence Taskforce directly under my command. You're working for me now until this crisis is resolved, understood? Ah, and speaking of UNIT, here they come now."

Twilight could sense the self-absorption before she could actually see the pony it was pouring out from. A single chariot sped by the rest of the armada at an incredible speed, spewing forth a spectacularly gaudy display of fireworks that shot off in all directions. Before the chariot began its descent, its lone silver-maned unicorn passenger jumped out, her cape and mane billowing in the air as she was propelled at just under the speed of a sonic rainboom. The unicorn was quickly taken hold of by two UNIT pegasi, both ponies deftly supporting her as she cast a spell that summoned a pure blue dragon-shaped flame. It was so enormous that it covered the entire sky with its flashy image.

Twilight couldn't help but groan. As the mare was guided through the flames the dragon exploded into a shower of countless blue and violet rose petals. The mare was gracefully dropped onto her hoofs whilst a flurry of rose petals whirled about her, her cape flowed in the wind as a heavy gust blew in her direction. The Great and Powerful Commander Trixie of the Unified Intelligence Taskforce had arrived, complete with a wicked smirk and enormous ego. Twilight tried her best to smile. Trixie ignored her immediately.

"The Great and Powerful Trixie demands a perimeter sweep and a cordoning off of the entire area!" Trixie immediately said to the dozens of blue beret wearing colts and mares galloping out of their chariots.

"Yes m'am!" a mare shouted.

"I also demand all updates on current Cyber-related activities to be brought to me immediately."

"Right away m'am," a colt said hurriedly.

"Wintergreen, Merry Gold, Orion Heart, get those caves scouted post haste! I want those rescue teams set up five minutes ago! Lt. Lagoon, get those rockets operational! And Fire Song, I desire an apple latte macchiato with no foam, the Great and Powerful Trixie requires caffeine. And will somepony _please_ clean these petals up! This is a military operation, not a night at the Grand Galloping Gala!"

"Hello Commander Trixie," said Twilight, saluting the blue pony though technically she didn't have to, "what a pleasure to be working with you again."

"Why yes, the pleasure is all yours, since it is me," Trixie brazenly replied. "Never fear, for I, the leader of the most illustrious, elite organization in the world, for I, who by far am the most powerful wizard in all of pony history, have come to save Equestria once again!"

"Well," started Twilight with a forced chuckle, "it's clearly going to be a group effort. You know, what with the military also being mobilized, I'm sure together we'll stop the invasion and rescue the princess. Together."

Trixie scuffed. "Oh hello Twilight I didn't notice you there, I was addressing Brigadier Alistar. I'm not sure what you're doing here since it _is_ your fault Princess Luna got captured in the first place."

"What? No I-"

"I quiver at the thought, our dearest princess abandoned by her own escort. Truly a dark day in Equestrian history! And for Torchwood."

"Hey that's not what-"

"At this point I wouldn't trust you or your little group to handle a latte."

Twilight's eyes narrowed. "And I wouldn't trust you to handle an itty-bitty Ursa Minor."

Trixie gasped. "That's just low. You're treading on thin ice Twilight Sparkle."

"Oh yeah? What are you going to do about it, run away? I think you already used up all your smoke pellets."

"The princess did warn me about this nonsense," said Alistar, stepping between both ponies, "you two get your acts together and do your duties. Kill each other on your own time."

Trixie smirked once more. "Sounds like a date, what do you say, my _Lady_ Twilight?

Twilight huffed. "Definitely."

Both ponies were so focused on each other that they barely noticed the roar of thunderclaps and the sight of black storm clouds streaking through the gray of a late-afternoon sky. It was Brigadier Alistar that took both ponies by the scruff of their necks and pulled them out of the way of the incoming Wonderbolts.

"Special delivery!" cried out Spitfire, stopping right in front of Twilight, smiling as she and her squadron landed and unlatched themselves from their cargo of large crates. "Straight out of the Princess's vault and to you in under ten minutes flat. That means you still have to pay. Fast enough for you Commander Trixie?"

"Not nearly enough Captain Spitfire," Trixie responded, her eye shut and her head pointed upwards, "you guys must be losing your touch or something. But I guess it'll have to do."

The Wonderbolt Soarin, landing behind Trixie, stuck his out tongue at her. He proceeded to mimic her gestures and mime her speech. The other members of the Wonderbolts giggled.

The crates were opened, revealing six of Equestria's most valued possessions. The Wonderbolts, the many UNIT members, and soldiers of Equestria's regular military all awed as they tried to get a peak at the six pieces of jewelry collectively known as the Elements of Harmony.

"_Captain_ Spitfire?" asked Twilight, "When did that happen?"

Captain Spitfire shrugged. "About the same time you became a captain?"

"Oh, but I'm not really a-"

"You know how it is, one day you're the leader of an elite group of flyers, the next you're orchestrating a six-wave concussion Sonic Rainboom to bring down warships. Whatever, I'm still getting used to all this saluting." She saluted Twilight, who saluted in return.

Both ponies couldn't help but to burst out into fits of giggling. Twilight felt a surge of relief flow through her, even if for just this short moment. "And I used to be a pupil studying the magic of friendship. I guess we live in some pretty strange times."

"You can say that again cap'."

Alistar interrupted the idol conversation. "If you could, please focus. The game is in motion and our most vital pieces have yet to be accounted for. We have you my Lady Twilight, myself, UNIT, elements of the Equestrian military, the Wonderbolts, and the Elements of Harmony in play. Alas, it all accounts for very little without Torchwood, so, my dear Captain Sparkle, would you be so kind as to tell us just where the Hell your team is?"

* * *

><p>"I don't believe this nonsense," cried out Rarity, clinging onto a struggling Fluttershy as she tried her best to keep herself and the unicorn from falling down the forty some odd stories of elevator shaft to the Torchwood Hub below, "who's idea was it to dig a hole this deep in the first place?"<p>

This was the second time in as many weeks that the power had given out just as she was taking the elevator. How hard would it be really to put in some stairs instead? Or a slide? She would take a slide down, she'd be perfectly happy with a slide. Slides are fun, she wasn't adverse to having fun, even if it might dishevel her hair a tad. And she'd be perfectly ok taking the stairs up. Or perhaps somepony could put in an escalator. Yes, escalators were far superior. _How absurd! _thought the unicorn.

The panting Fluttershy swayed her weakening body from side to side. "Rar-Rarity, please don't move or I won't be to carry you for much longer."

Rarity gasped. "What are you implying? You're saying I'm fat aren't you? I am not fat! You can perhaps claim Pinkie Pie to be as such but definitely not a pony as slender -"

The feeling of the deathly free fall had by that point become a familiar one for Rarity. Fluttershy never had very strong wings, and as she flapped her wings to no avail, both ponies plummeted to what was clearly going to be their end. Rarity found it more annoying than anything else.

"Hey guys? What ya doin'?" asked Rainbow Dash, flying alongside both ponies as they continued plummeting.

"Oh nothing much," responded Fluttershy, "just coming back to base after performing surgery on the creature that came through the Rift. She's very sweet, even though Rarity doesn't like her."

"It's not that I don't like her, I just don't think you should keep getting attached to every weird creature you find!"

"I'm gonna call her BB! It's because her breath smells like barbeque sauce, but don't tell her that, she might be self-conscious about it. Oh, and now we're falling to our deaths. I guess I should work out my wings more…"

Dash took hold of both ponies, easily stopping their descent. "Come on Fluttershy, it's not like Rarity's Pinkie Pie or something, she's not _that _fat!"

"I am NOT fat!" screeched Rarity.

Dash disagreed, teasingly. "Ehh, I don't know Rare, it sorta feels like you've definitely gain a few pounds."

"Well, I never. You can let me go now, I'd rather go on plunging to my doom than continue being verbally abused in such a cruel manner. Next you'll be making fun of my mane. I just had it done too."

"Welcome back everypony," said Applejack as the trio landed safely, "you may have noticed a slight technical glitch on your way down. But don't none of you worry, Dash and I are workin' on it as fast as a whole wagon load of train-pullers. We'll get this ol' boat's power up again in no time."

A sudden bolt of lightning surged from Hub's center. All about them random sheets of scroll paper and pieces of debris flew up into the air as a current kicked up. It was like a storm had formed right in front of them. They all jumped back, shielding their eyes from the sparks that flew across the room like rabid parasprites, the flashes of pure white light were practically blinding.

"What's going on!" yelled Fluttershy. Wrapping her wings around her face and Rarity's, she tried her best to hide from the spectacle of light and sparks that were wreaking havoc about them. She peaked through the feathers of her wing, watching as something moved within the light. It was impossible, a trick of her eyes and nothing more, it couldn't possibly be anything other than that. Despite her doubt, she still believed she could make out the shape of pony ears and a pony mane, and pony legs, at least 3 ponies to be exact, all within the center of that unexplainable torrent of thunder and light. As quickly as it had started it was gone, leaving behind traces of black soot where the lightning bolts had struck and a mess of papers that gently swayed back to the ground.

"What was that!" asked Rarity.

"Uh, swamp gas?" suggested Applejack.

"We're gone a few hours and this whole place turns into a lightning factory. Applejack, darling, you're almost as _**incorrigible**_ as Dash is."

"I take it that ain't a compliment," said Applejack, not particularly insulted, "after this mess is sorted you can call me whatever you want, but right now we got an emergency. We need to evacuate Torchwood right now."

"Angel!" screamed Fluttershy, "I have to get Angel. I have to keep him safe, and it's so dark, he doesn't like the dark! The Weevils, we can't just leave them behind, I promised!" She galloped out the room and down one of the corridors.

"Fluttershy came back!" shouted Applejack, just shy of chasing after her. "What in Sam Hill was that about? And ain't Angel her pet rabbit? Ain't he dead?"

Rarity shook her head. "I-I-"

"Fine, nevermind her. Rainbow Dash, take Rarity back up the elevator shaft and see if you two can figure a way to get that entrance open."

Rarity shook her head. "That book case is five inches of solid steel and weighs several tons. And it's protected by Princess Celestia's magic. I'm no Twilight Sparkle, I really doubt I could make it move regardless of what spell I use."

"You're gonna have to try. I'll keep tryin' to get the lights back on down here."

"What about Fluttershy?" asked Dash.

"Worry about her later, you got your orders. Go!"

Fluttershy slammed her side against the brig door. That hurt far more than she had expected. She tried again, ignoring the pain. It wouldn't budge. She could hear them, the Weevils, she could hear their howls in the darkness on the other side of that infernal door. They knew something was coming, and it was something bad, something horrible.

_The blowtorch! _she said to herself. Applejack had brought in a blowtorch a few weeks back. If she couldn't open the door, then burning an opening through it was the only other option. "Angel, honey, I'm right here, don't be scared. I'm not going to lose you, not this time."

* * *

><p>Luna could see the planet from atop the barren body she sat upon. It was quiet on the moon, and it was lonely, and so very cold. Her sister's charge, that bright sun, was on the other side of that living planet. Subsequently it was dark, but that had never bothered the younger princess, after all it was nothing more than the absence of light. In many ways she was more comfortable in the dark than anywhere else.<p>

It was the isolation, that crippling knowledge that every pony on that planet had forgotten about her, that was what caused her the most pain. For a millennia it would tear at her soul, would leave her an empty shell, and had turned her into a mockery of the living. At best she had been reduced to a fairy tale, and at worst she was a bad memory repressed, a horror wiped clean from Equestria's consciousness. From _her_ consciousness. From _her _conscience. The sun's rays barely peaked from around that happy planet.

There had been a fight, one she had lost. She was effectively dead then, wasn't she? It felt like death at least. There was a wound somewhere on her body, some puncture that stung her in waves. It was pain, but at least it was of the flesh. Her body felt numb, though perhaps that was simply a consequence of having her spine severed.

If she was dead than it didn't matter what she felt, this Luna pondered. Perhaps, when compared to everything else, that was the most frightening part of all. What did pain matter on that little dead rock in space with its lone dead body, orbiting a living planet full of life? One thousand years of unending loneliness and counting. An eternity of death.

Something moved in the darkness. Something always did. For a very long time it had been her companion. It was the part of her that had kept her sane, the part that had helped fuel her rage, that had sworn revenge on her sister and on Equestria. That part of her had become the closest thing to a friend she would have for a very long time. She had let herself become one with her own rage, had been swallowed up by her own blackness. At some point, on that rock, she had changed. She didn't just know that something was moving in the darkness, she had _become_ that darkness.

She wasn't any of that anymore. It had been stripped from her. What was left couldn't feel Rage anymore. It was only its vestiges, guilt and remorse, that echoed as a specter of what had once been there. The rest was Love and her many children. Was that death then?

In the darkness something moved, and it wasn't herself. Behind her Princess Luna heard the rustling of a giggling pony as she pushed or pulled at something while whispering nonsense. The princess opened her eyes, and found that she couldn't move.

"You're being a very bad rock," said Pinkie Pie, "Selene will not be pleased. She wants all her friends to be at the party, and it would be terrible if you didn't show up. You don't want to hurt her feelings do you?"

"No," replied Pinkie Pie, clearly pretending to be the rock, "I wouldn't want to hurt my sister's feelings."

_Oh dear Celestia that pony has gone insane_, said Luna to herself. "Pinkie Pie, my little pony, it is we- I mean, it's me, your princess."

Pinkie didn't turn around to address Luna. "Oh, hello Missus Selene! You're not supposed to be here yet, it's a surprise party! Oh well, SURPRISE!"

_Well, that was rather disturbing. _"We art verily surprised… now Pinkie… look behind thee."

A bouquet of flowers dropped from her mouth. She remained silent for a long while, as if deep in thought. "Why would I want to look behind me Missus Selene?"

Luna grunted. She didn't have time for this. "We are not a fucking rock you psycho, turn around."

"I-I-," a shaking Pinkie sputtered out. Luna now noticed Pinkie's oddly flat hair. Had she come into the cave with a new manestyle?

"But," the pink mare continued, "there was an accident on the farm and you got sick. A filly got called in and she didn't do any work at all! That's OK though, because I'm used to lots of work and being alone on the rock farm. Only, I'm not. There was a rainbow. There was a fire? But that's not right.… something changed. We're not on the rock farm anymore, are we?" Pinkie Pie turned around finally, her eyes terrified and frozen as they locked onto the bloodied body of the motionless Princess Luna. The little mare bit at her lower lip. "Where are we?"

"Please, try to get a hold of yourself," Luna said, trying her best not to slip into the old Equestrian tongue, "because a lot of ponies are in danger. As an operative of Torchwood and a subject of the crown I order you to follow my commands. Do you understand?"

Pinkie thought about those words. "Torch… wood… I'm Torchwood. For princess and country, we serve the crown. For our friends. For the future. Yes… your Majesty."

"Good, I know it's a bit of a shock seeing me th-"

The pony pounced on the princess, hugging her so tightly she was practically crushing Luna's motionless body. Pinkie's flat mane puffed up the instant she smiled. "YOU'RE ALIVE! This is the greatest day ever! OhmygoshIsawyouandIdidn't'syourbirthdayI'llthrowyouaparty," the pony inhaled her deepest, "andwecancheckoutthe -"

"Pinkie!" the princess interrupted with a giggle, "I'm happy to see you too."

She gasped. "You are? I'm so happy, I was worried we weren't friends anymore because- because- but this really is the best day ever! Wait, it's not, but it got a whole lot better!"

Pinkie Pie had always been the most earnest of all the ponies she had met since her turn to good. Her sincerity made her feel a bit flustered. "Thank you Pinkie, you've always been very good at making me smile."

The princess observed Pinkie Pie's physical state. She wasn't faring much better than she was. _Poor filly._ But Pinkie Pie smiled anyway, as if the cuts and bruises meant nothing. "You've always needed a smile the most," the pink pony said.

Luna blushed. "Anyway, I need you to do something for me, as an operative of Torchwood, as a subject of the crown, and as my friend?"

"Oh? Of course my favoritist princess, what can I do for you? Oh, here's a bouquet!" She picked up the bouquet of glowing blue flowers and lay them onto her forelegs. Luna recognized them immediately.

"Anthousais? I remember these, I made them myself from moonlight and stardust. They were for my sister, so very long ago. Anyway, I just need you to snap my neck back in place."

Pinkie Pie giggled. "Oh Luna, you're so morbid-sordid. Leave the jokes to me okie-dokey? So, really, what do you want me to do?"

Luna sighed. "Pinkie, I'm serious."

The pink pony began to whimper. "That's not funny…"

"I'm paralyzed. When everything in my necked healed up my spine wasn't aligned right. I can't feel anything from my neck down. I may be immortal but I'm not invulnerable. I need you to reset it. I'd do it myself only… I can't move."

"But, won't that kill you?"

Luna tried to smile, even as she winced. "Yeah, I imagine it will. But I'll be back, and quickly, there won't be as much to heal this time around."

Nervously stroking the alicorn's mane, Pinkie laid Luna's head on her lap. The little butterflies continued to hang around them both, their glow accentuating the dried blood on Luna's blue fur. Pinkie's own coat was thick with the odor of dried blood. She felt herself shiver. "I don't think I can."

"I'm not really going to die, it's more like, a short nap."

Pinkie hardly seemed relieved. The princess gazed up at the scared pony. "I'll tell you what Pinkie, once we get out of here, you can throw me a big party, as big as you want. Like, bigger than the one you threw for me after you helped save me from myself. You have a reputation for being a great party planner. The best."

With shaking hoofs, Pinkie Pie took hold of Luna's head. "I do. I guess I am."

Luna, smiling warmly, shut her eyes. "Good, I've never been a party filly. Sis told me about the time you and your friends went to the Gala. It was the one I didn't attend, because I was still getting used to present day Equestria, but she said it was her favorite; you girls practically brought the palace down. Really, we'll go together this year, just like you want. Sound good?"

The neck snapped into place. Luna let out a loud, short neigh in protest, followed by the silence of her once again lifeless body. Pinkie continued to shake, the pony holding back the tears that welled in her eyes. She wanted to speak, to keep the silence away. She couldn't. The pink pony clung to the motionless body. She laid her head against Luna's blood matted, clumped mane. It had lost its glowing azure luster and had reverted to its cyan color, but she still thought it pretty and soft. Surrounded by rock and the dim glow of flowers and butterflies, Pinkie Pie waited for the princess to awaken.

* * *

><p>"All right fillies and gentlecolts," announced Commander Trixie to the assembled group, some UNIT, some regular soldier ponies, "Torchwood mess up big time, what a shocker. I on the other hand, do not pride myself on looking like a foal. UNIT pegasi, maintain the perimeter and don't let anything tin-hoofed leave this cave alive. Everypony else, to the princess!"<p>

Dozens of UNIT ponies charged into the cave, the earth ponies charging in with dragon scale-tipped lances attached to their saddle harnesses while those without them pulled carts stacked with very large fireworks. Twilight had never seen anything like them before.

"You heard the commander," shouted Brigadier Alistar to the regular forces, "forward march, for princess and country!"

Twilight remained still, watching as the ponies charged in, ready to stop what had once been a little filly by any means necessary. Scootaloo, or whatever was left of her, was waiting for them. Was this it then? Would a new age of steel begin tonight, with the lowering of the sun, and ushered in by a child who at one point had wanted nothing more than to discover her special talent?

"There's nothing you can do for them out here," said Brigadier Alistar, standing beside Twilight, "for whatever reason your base is in lockdown. We have unicorns working on trying to get through the front door as we speak. In the meantime, you still have a duty to rescue both the princess and your missing operative."

"And Scootaloo?" she asked.

Alistar shook his head. "Forward march Captain Sparkle."

Wiping a tear from her eye, she charged in with Brigadier Alistar by her side. The sun was still above the horizon as she lost sight of its rays. "I saw Scootaloo in action," she said to Alistar, who, for an older colt, could still gallop at an impressive pace. "Scoots, she blocked and repelled everything the princess could throw at her. And she was so fast, I couldn't even concentrate long enough to cast a single thing."

Alistar pointed out the carts of fireworks the earth ponies were pulling. "Hardily an issue my Lady, that's what the rockets are for. Quite remarkable devices really, designed by UNIT, they're essentially a more powerful version of simple fireworks. Instead of using them for jolly decoration and jovial celebration we'll be firing them at the Cybermare. I say, we won't be going into battle with bows and arrows, pies and apples this time around. The Western Frontier this certainly is not."

_Fireworks as a weapon?_ Toys had been redesigned to kill. Something about it bothered her deeply.

The pony force stopped at the first split of the main tunnel. A small party had been sent ahead to scout an hour before. This was where they were supposed to have stationed themselves. A checkpoint had been set up, but the ponies set to guard it, where were they? There was a dandelion sandwich on a table, yet to be eaten. A chair had been turned over. Sandbags had yet to be positioned correctly. And there was an awful odor in the air, lingering heavily in that long tunnel. It was a scent Twilight had long become familiar with.

"Wintergreen, Orion Heart, report your status!" cried out Trixie. There was silence. The unicorns lit the tunnel with the glowing of lavender, blue, yellow, red and every other conceivable color in the light spectrum. Torches were lit. There was no trace of the missing ponies.

There was a sound. Something was scraping across jagged rock, out of the reach of the torches and unicorn horn light. The clop of slow moving pony hoofs reverberated throughout the confines of the cave, growing louder with each step. A few ponies quivered in fear. Twilight, her horn alight, motioned the other ponies to stay back, and with a gulp, she began to walk towards the source of the scraping sounds. She stopped, gasping as she made out the silhouette of something slowly approaching.

A yellow unicorn stepped into the light, dragging a broken, bloodied leg behind her, her eyes barely open, her breathing labored. Her skin and fur had been slashed and torn at, and there was a streak of red running down her face, pouring from a wound where her horn should have been.

"Merry Gold," whispered several ponies.

"Oh dear Celestia," Twilight Sparkle uttered, "Scootaloo, no."

Twilight darted forward, taking Merry Gold unto her back just as the wounded pony fainted. Two medical ponies galloped towards her and took the wounded pony from her. As the two ponies carried the injured pony away, Twilight heard the hard hoof steps of metal against dirt. Twilight teleported, barely avoiding the Cybermare's lunge and the piercing strike of its bloody horn.

"Great show Twilight!" said Alistar as she teleported next to him, "you truly are a young mare of the highest caliber."

"There it is," shouted a terrified Trixie, "all unicorns: ready, aim, cast!"

Twilight wanted to try and save Scootaloo, she really did. Nopony cared who that machine monstrosity had once been. Alistar didn't care, and neither did Trixie. Could the Cybermare survive the magic of so many unicorns, or the firepower of those rockets? Twilight didn't know, but, as she aimed her own horn, she felt something strange, an emotion she had never felt before. Ignoring the turmoil in her heart, she began to cast the most powerful spell she knew.

Or at least she tried to. She tried harder, concentrating harder than she ever had before. Maybe it was the pain, her body was still aching from her first fight with the Cybermare. Maybe it was the worry of losing Pinkie Pie, or the knowledge that she had abandoned a princess. Maybe it was because she knew who was behind the soulless metal mask. It could've been a hundred fears and concerns and worries that kept her magic at bay. But that wasn't true. It stung her heart, pointing her horn at a friend with the desire to kill. But that was the thing, she was perfectly willing to, because it was her duty to. She was going to kill Scootaloo, and there was nothing else to it. Despite the coldness of that acknowledgement, and even though she was ready to, she just _couldn't_.

None of the unicorns could. The earth ponies and pegasi waited on the unicorn ponies, expecting beams and blasts and butterflies and rainbows to be cast forth from their horns. The unicorns looked at one another in confused dismay. "I-I can't do it!" screamed out one pony.

Trixie couldn't believe it either. "Mutiny, all of you!" she shrieked, moving among the confounded lines. Trixie had taken great pride in defeating a Cyberman during the war, she had even taken down a Dalek. Pointing her horn at the Cybermare, she was confident she could take that abomination down too. "Well fine, leave it to the Great and Powerful Trixie to save the day once again!"

She tried to cast a spell. Only, she couldn't either, no matter how hard she tried. The shocked unicorn began to tremble. "I- I- don't understand."

"Resistance will not be tolerated," growled the blood stained monster. "You will all submit to conversion or you will be deleted."

"Fire the rockets!" ordered Alistar.

The earth ponies, with their torches attached to their saddles, struggled to move their flames to the rocket fuses mere inches away. "I can't!" cried out an earth pony.

"I can't either," said another, the mare unsure of even why.

"What do you mean you can't?" shouted Alistar. "You're the best of Equestria's colts and mares. You're disobeying orders. Light the fuses! For the love of Celestia and Luna just move your damned flanks!"

A mare earth pony hopped about as if expecting to have been frozen in place. She hadn't been though, none of them had. She screamed out in frustration, "I can't sir, I'm sorry I don't know why, I just _can't_!"

The Cybermare rose its metal wings, its horn glowed red and silver. "Incompatibility of rogue elements established. The future of the Cybermare Empire will exclude you commencing maximum deletion." The Cybermare directed its horn at the rockets.

"Oh dear Gods," whispered Twilight.

They exploded with a tremendous force, sending ponies flying in all directions. Bodies, some dead and some still alive, bounced off rock or landed on other ponies. A single rocket launched into a crack in the cavern ceiling and exploded, crushing several ponies under the debris of a collapsing tunnel. More ponies slammed their weight against the newly formed wall. It wouldn't budge. They were trapped.

The earth ponies armed with the dragon-scale tipped lances charged at the Cybermare. All of them stopped with hoofs scrapping against rock just as their lance tips inched close enough to almost scratch its armored chest. The confusion in their eyes quickly turned to fear. The Cybermare cast another spell, transmuting them into birds and rabbits and squirrels, and then quickly torched them all with magical white flame till they were nothing but scattered ash. It stabbed an attacking pegasus through a wing and pierced his skull, killing him instantly. It threw the body off its now feather covered horn and at another attacker. The Cybermare continued, stomping directly behind a group of ponies desperately trying to dig through the cave-in. From its chest a Cybermen death ray emerged. It fired the weapon, killing them all as they screamed in pure agony.

"Delete. Delete. Delete."

Twilight grunted as she got back to her feet. The screams and moans of the wounded and dying were almost drowned out by the ringing in her ears. Her head burned with pain. Where was Alistar, and what happened to Trixie? A unicorn colt dropped beside her, screaming as the Cybermare shot him with its death ray. The UNIT beret didn't drop off his head as he fell dead.

"Scootaloo!" screamed Twilight. Before the Cybermare could fire a spell at another terrified colt, Twilight charged in front of it, waving her fore legs in the air. "Scootaloo, stop, please, stop! It's me, Twilight Sparkle! Remember me, I'm your friend! Remember who you are, remember who you used to be!"

It stopped for a single moment, glaring down with wire-mesh sockets for eyes at the violet pony. "Those names are irrelevant." The horn began to glow once again.

Twilight's horn flared the moment she pointed it at the ceiling. She cast her spell, burying Scootaloo, whatever was left of Scootaloo, under an avalanche of rock and dirt.

"I'm so sorry," she panted out. She looked around her. She found Brigadier Alistar, whether unconscious or dead she wasn't sure. There were so many wounded, groaning and wailing in agony. So many were already dead. Ponies hid under the broken carts, trembling in fear. A small group tried to move the rock wall out of the way but to no avail.

"Captain Sparkle," asked a scared purple mare with a gash across her face, "what do we do?"

Under the Cybermare's would-be tomb Twilight could hear drilling. _It wasn't enough then, _thought Twilight_. _The rocks would slow it down, but not for long. Something had stopped them from attacking the Cybermare, something she didn't understand. Brute force wasn't going to do the trick, that much was obvious. She needed to think, she needed a plan, fast.

_ Ok, what am I missing? _wondered Twilight. _Celestia my head, I can't think!_

"Scootaloo went into the cave for flowers, but why? Scootaloo's a tomcolt, and tomcolts don't care about flowers, they like competition and showing off, so why bother? Unless it was for somepony that did like them." Twilight gasped. "That's it. She picked them for her."

"All right, everypony!" she shouted, firing off a spark and capturing the attention of all the panicking ponies, "this is Captain Twilight Sparkle, I'm getting us out of here right now!" With her magic she reversed the damage done to their exit. "All able-bodied ponies, pick up the dead and wounded and regroup outside the cave's entrance. Don't stop for anything and don't engage the Cybermare under any circumstances."

She spotted Trixie watching a dead unicorn being picked up and taken away by a couple of bloodied pegasi. Twilight ran over to her.

"Her name was Fire Song," whimpered out Trixie, "cause her hair was as red as fire. But she hated that color so she dyed it blue. She told me that, during an interview."

"Trixie, I need you to get up."

"She was so young, just fresh out of Canterlot University. The smartest mare in her class."

"We can't help her now. Brigadier Alistar is unconscious, or dead, I dunno! I need you to take charge."

"I picked her personally, because she reminded me of myself. Brash and bold, and cocky. I picked her…"

"Trixie, please, I'm sorry but get yourself together."

"Did you see what it did to Merry Gold? I sent her to scout. That's my fault. If she dies it's my fault. I killed Merry Gold."

"Trixie!" she yelled, taking hold of the blue unicorn and pulling her close. She hugging her, as tightly as she could. "Please, Trixie. I need your help."

"Twilight. I mean, captain." A set of tears ran down Trixie's eyes. She wiped them away. "I have to take charge. Yes m'am."

Twilight let go. "Thank you."

Despite the agony of her aching head Twilight conjured enough magic to teleport herself out of the cave.

"Captain Spitfire!" screamed out Twilight amidst the dozens of pegasi guarding the cave entrance, all clearly distressed. The sounds of the massacre within that cave must have been horrific. She panted as the ache in her head grew worse with each breath.

"Yes m'am!" Spitfire said immediately upon swooping down to the ground, flanked by Soarin and Fleetfoot.

"I need you to take me somewhere," panted Twilight, "right now."

* * *

><p>Twilight was approaching; the darkness of the setting sun was obscured by the perennially unparted clouds. Twilight Sparkle, lying not far from the cave's entrance, could hear the machine's lone march, unabated and uncontested. She remained lying on the soft blades of grass for a moment longer. The UNIT and the military were off a short distance away. They would watch her die, or watch her pull off a miracle.<p>

"Stay back," commanded Trixie, "all forces, stay back." There was blood on her cape and coat, though who's it was she didn't know. It wasn't hers, she had managed to avoid injury. So many others hadn't. _Twilight, _she said to herself, holding back her tears, _you better not die on me._

There it was, past the cave's opening, with wings spread wide open, like it was ready to take off. The Cybermare was finally free.

Twilight seated herself. "Scootaloo," she said as the Cybermare marched towards her, "I want to believe that a little bit of your spirit is still in that shell somewhere, struggling to get out. So, before you try to upgrade or kill me, let's just talk, filly to filly."

It stopped in front of her, its expressionless face pointed down at her. "Scootaloo is an obsolete identification. Biologically only her brain and a small percentage of her nervous connective tissue still resides within this chassis. The rest has been improved. She is better now. And as a Cybermare so would you. I do remember you Twilight Sparkle, the young pony who moved to Ponyville from Canterlot. The pony that saved Equestria from the night and from the discord. Fearful, arrogant, uncertain, insecure, emotional, inferior in magical talent, lacking flight capability, all this characterizes you, all this characterizes all of ponykind as a collective species. Earth, unicorn, pegasus, mare, colt, all are inferior to one another in one way or another, all are unequal. From this inequality there is pain. From the frailty of the flesh there is death and the suffering of loss. I can make the many the same, I can bring immortality. Ponykind believes in Harmony. I can bring true harmony. I can remove all pain from ponykind. I can remove your pain. I can save you."

That it didn't straight off kill her then and there was a victory in its own right. The tears rolled down Twilight's eyes. "Scootaloo, but what about happiness? And the joys of friendship? And those moments that define us? Like, you and Apple Bloom and Sweetie Belle, together as the Cutie Mark Crusaders, journeying all over town in the name of finding your special talents and earning your cutie marks. I remember when you and your friends won that prize at that talent show. You were so close to figuring it out then. So close! But it didn't matter, because you were happy, and so were your friends. That was the important part, and it made the day you finally got your cutie mark all the more wonderful. Doesn't any of that matter? You think we're weak; don't tell me we're weak because of that, because of those moments."

"It is nothing more than sentimentality. Sentimentality is weakness. You are weak, as I once was."

Twilight shook her head. "I think you're wrong. Tell me Scoots, does love make us weak too? Love of family, of friends? How about the type of love that binds two ponies together in their shared bliss? I know you're still just a filly but, I think even you felt all those kinds of love."

"Love is irrelevant."

"Scootaloo?" asked a familiar voice.

Stepping out from behind Twilight, Sweetie Belle and Apple Bloom approached the machine mare. Apple Bloom spoke again, forcing the tears back. "Scoots, hey, it's me, remember? Ya have to, we're friends. Yer my best fiend, I love ya. I know that matters to you, it's gotta."

The tears fell from Sweetie Belle's sorrowful eyes. "Scootaloo, I-I-"

It was silent for a moment as it examined the two fillies. The Cybermare tilted its head towards the crying Sweetie Belle. "Your pain is palpable. Do not cry. I will take away your suffering. I can make you like me."

Sweetie Belle shook her head. "No, I want the old you back!"

The Cybermare's wings began to lower. It was silent, as if in contemplation. "That is impossible," it responded. There was almost a hint of regret in its electronic voice.

"That's just the thing," Twilight said, smiling, "I don't think it is. Here, you went down into the cave for this," Twilight produced a flower, an anthousai, glowing brightly in the night sky. The Cybermare took it under its own magic. "Underneath all that metal, you're still a pony. I don't really know if we can change you back, but that doesn't change who you are. You're a pony Scoots, you always will be, and you will always have friends and family that will never stop loving you. I know I won't."

The machine pony lowered the flower till it was just above Sweetie Belle's horn. Carefully it slid the stem into her pink hair. The little unicorn burst into tears.

"Do not cry," it said, its metallic voice softening, "please, don't cry."

"Come back to us Scoots," said Apple Bloom, "whatever they did to you, it doesn't matter. Yer still a Cutie Mark Crusader, and yer still our friend."

Scootaloo's eyes met Apple Bloom's once more. Apple Bloom smiled. She turned back to Sweetie Belle, the agony in the unicorn filly's eyes so tragic that Twilight swore it must have burned at Scootaloo's metal heart. Something was different now, Twilight could tell. "Sweetie Belle?" Scootaloo asked.

"Scootaloo," Sweetie Belle whispered back, smiling despite her sadness.

She towered over Sweetie Belle, her shining, sleek body so very imposing and so very alien. And yet, in that moment, the way she held itself, the way she moved, and the way she looked at Sweetie Belle, it was as if the little pegasus pony was still there in that metal body. It was like Scootaloo was Scootaloo once more.

The sound of that single burst of magic rang loud in Twilight's ears. Twilight hadn't seen it coming, hadn't even accounted for it. Before she could react, before she could take the two fillies and cover their eyes, before she could find the time to regret her decision to put them all in harm's way, and before she could blame herself, Twilight could only watch as Scootaloo, whether she was happy or not, whether she was truly herself once more or not, fell forward, her wings stretching out in a futile reflex, the back of her head exploding and burning as the full force of a powerful spell struck her from behind. When she landed on the grass twitching and dead, Twilight looked up and saw at the entrance of the cave the Princess Luna, the mare panting, her horn smoking with the heat of the conjured spell, and to her side, a limping, blood and bruise covered Pinkie Pie, her eyes tearing up at the sight of Twilight's stunned expression.

* * *

><p>The sun had gone down. It was the moon that lit the sky now. Twilight watched the Cybermare body being taken away by the Wonderbolts. "They won't remember," she said to Pinkie Pie. The pink pony was still crying and holding onto Twilight. "I'm going to administer the amnesia spell to Sweetie Belle and Apple Bloom, that way they won't have to remember what they saw."<p>

"But she's still dead," Pinkie choked out, "Scootaloo's still dead, and nothing's going to change that." Twilight stroked the mare's wild hair, careful not to touched the bruises and wounds on her body. "Twi, don't blame Luna. She didn't know."

The violet unicorn felt that strange emotion again, that horrible thing she couldn't quite place. Was it, a lack of feeling? But what kind of emotion was that for a pony to feel? "No, of course not. Collateral damage Pinkie Pie. Scoots was an unfortunate victim, but we stopped it from getting worse. That's all that matters."

"Collateral damage? What's that?"

She hugged her ailing friend, more for herself than for Pinkie. The ache was worse than ever. She could see it beginning, the emanations, much to her dismay. Pinkie saw it too, the dull glow of Twilight's eyes and scar.

"It's happening again," she said, nuzzling her cheek against Twilight's. The unicorn pulled away.

"No, I'm fine, it's nothing," she said, trotting away from Pinkie Pie, "Trixie's got things covered here, get yourself fixed up at the UNIT tent ok? I need to get back to Torchwood. I gotta find out what's going on with our friends!" She had things to do, memories to wipe, reports to file. But those things were a lie. She ran into the Everfree Forest.

"Twilight, that's not the way to Ponyville!" Pinkie shouted as she tried to follow, grunting each time she limped. "I'm not blind, everypony on the team knows." Pinkie Pie, with her wounded leg, desperately tried to keep up. "Wait, please, talk to us! Talk to me!"

Twilight Sparkle galloped manically and directionless. She galloped away from the cave, and from Trixie and her UNIT, from the Royal Forces and the unknown fate of their Brigadier Alistar, from Pinkie Pie and the princess, from the wounded, the dying, the dead, and from the two traumatized fillies only she alone could deal with. Most of all she wanted to run away from Torchwood and the ashes it had arisen from. That was impossible, even Twilight knew that; the war had been permanently slashed into her face. It was the scar of a warrior pony, a perverse cutie mark that signified something she had never wanted. That dark and endless night had tapped into something deep and elemental within her, it had exposed a raw power she never knew she had.

She couldn't escape it no matter how far or how long she ran. It was building, rising, the glow no longer a pulse but a beam growing ever brighter, flaring from her eyes and mouth and scar. Her body hovered off the ground, her legs were uselessly clawing at air. Terrified, she screamed, and felt the power blind her senses and take hold of her absolutely.

From her vantage point on the moon Luna watched something incredible occur. The planet's regular cloud formations were parted down a long, violet line, spreading far from north to south. It was a storm, brewing from an impossible source. "Oh dear sister," she said, awed at the power she felt flowing from the planet's surface.

In the forest Pinkie Pie saw the light spread out from Twilight's body. Her scream terrified her with its piercing sadness. Pinkie covered her ears and tried to approach her friend only to be thrown back by the gusts of wind whirling about her. The trees broke off from their roots, and land underneath cracked and crumbled. Lightning roared its thunder far above. Pinkie Pie wondered if the world was ending. And then, as suddenly as it had started, it stopped. Twilight, still hovering high in the air, began to slowly descend back to the forest below. The lost mare, dazed and confused, fell unconscious, collapsing into Pinkie Pie's awaiting hoofs.

* * *

><p>There they were, three ponies in the middle of the Hub when before there had been none. Applejack watched the trio in amazement. The last surge had been the strongest yet, so powerful in fact that she truly had believed it was going to destroy the base and kill her in the process. And yet, when the surge ended, instead of her demise there was a blue pegasus colt, a magenta earth pony mare, and a light green unicorn mare in the middle of very trashed Hub.<p>

"Holy fuck!" swore the magenta earth pony, collapsing on herself. She wore layers and layers of clothing that were both far too big and yet far too constricting for a pony to ever possibly fit into. "Jack, Tosh, somebody HELP! I'm surrounded by horses!"

The other mare stared at the other pony in a state of complete befuddlement. "What? Gwen?"

"Tosh? Gwen?" asked the pony dressed in an oversized navy blue coat. He looked at his hoofs as he also stretched out his wings.

"Jack? No!" cried out the pony named Gwen as she continued struggling in her strange clothing, "Bloody Hell what happened to you? What's happened to me? Why are we-"

"Why are we cute, strangely proportioned horses? Hmm, I can narrow it down to alien DNA splicing, body hijacking, or whatever it was I drank last night. That's strange, why am I suddenly craving for a slice of apple pie?"

"I'm pretty sure this isn't some strange hallucination," said the pony called Tosh, "I was on my computer, searching for additional correlations between the negative Rift spikes and potential Rift victims, and Owen had just left, and I saw you, and Gwen.. and then…"

"We were here," said Gwen, "Like this. Where ever here is. What the Hell is this place? Ho-"

The apple streaked right past Jack and smashed on the back of Gwen's head. "Hey, you three," cried out Applejack, now more annoyed than in awe at this point, "who the hay are you and how the hay did you get in here?"

Tosh, tripping on herself as she tried to check on the knocked out pony, squealed. "Oww. Jack, that horse is talking to us."

"Yeah, I noticed that. Hello, we come in peace? Also, stop lobbing apples at my friends. Nice shot though, wow. Also, what a cutie."

Applejack blushed. That quickly passed. "I stop lobbing apples when I get some answers. Who are you?"

The blue pony finally managed to removed his coat, and raising his head, answered, "The gal you just knocked out is Gwen Cooper. That's Toshiko Sato, and I'm Captain Jack Harkness. We're Torchwood."


End file.
